Common use of Regulation M Compliance Clause in Contracts

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no Company Party, Subsidiary of any Company Party or no one authorized to act acting on its any of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and will not during the term of this Agreement, and to its knowledge no one authorized to act acting on its behalf has, or will during the term of this Agreement, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company's placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and will not during the term of this Agreement, and to its knowledge no one authorized to act acting on its behalf has, or will during the term of this Agreement, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than the Placement Agents, as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with Placement Agents pursuant to the OfferingPlacement Agency Agreement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesUnderwriter’s Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Neither the Company has notnor any Subsidiary has, and and, to its knowledge knowledge, no one authorized to act on its their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The In connection with the transactions contemplated by the Transaction Documents, the Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or of the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and to its best knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than A.G.P., as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to A.G.P. pursuant to the Underwriter in connection with the OfferingPlacement Agency Agreement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesShares and Warrants, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or Shares and Warrants (other than for the Underlying Sharesplacement agent's placement of the Shares and Warrants), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agents in connection with the Offeringplacement of the Shares and Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than the Financial Advisor, as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the OfferingFinancial Advisor.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and and, to its knowledge knowledge, no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesRepresentative’s Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesRepresentative’s Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) within the restricted period required by Regulation M, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or of the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesUnderwriters’ Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesUnderwriters’ Securities, or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has Company, its Subsidiaries, each of their respective directors, officers, Affiliates or controlling persons have not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) other than the Advisors, sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) other than the Advisors, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Advisors in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or New Notes and the Underlying SharesNew Warrants, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or New Notes and the Underlying SharesNew Warrants, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the New Notes and the New Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) other than the Placement Agent, sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) other than the Placement Agent, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) within the restricted period required by Regulation M, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities and in connection with the Placement Agency Agreement, dated February 1, 2017, between the Company and Rxxx Capital Partners, LLC.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than the Financial Advisor, as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesADSs, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesADSs, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with Financial Advisor pursuant to the OfferingFinancial Advisory Agreement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) except for the Company’s stock repurchase program conducted in compliance with Rule 10b-18 under the Exchange Act, sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent and other agents in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Shares and Warrants.

Regulation M Compliance. The Neither the Company has notnor any of its Subsidiaries has, and to its the Company’s knowledge no one authorized to act acting on its their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to to, or that might be reasonably expected to, cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on none of its behalf hasofficer’s or directors have, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or (other than for the Underlying SharesPlacement Agent’s placement of the Securities), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid pursuant to the Underwriter in connection with the Offering.Section 1.A.

Regulation M Compliance. The Except as disclosed in the SEC Reports, the Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) within the restricted period required by Regulation M, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (ia) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale issuance or resale of any of the Offered Securities Securities, the Note Shares or the Underlying Warrant Shares, (iib) sold, bid for, purchased, or, purchased or paid any compensation for soliciting purchases of, any of the Offered Securities Securities, the Note Shares or the Underlying Warrant Shares, or (iiic) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or (other than for the Underlying Sharesplacement agent’s placement of the Securities), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) of this Section 3(BB), compensation paid to the Underwriter Placement Agent in connection with the OfferingPlacement .

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) within the restricted period required by Regulation M, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities and in connection with the Placement Agency Agreement, dated February 1, 2017, between the Company and Xxxx Capital Partners, LLC.

Regulation M Compliance. The Company has not, and to its the Company’s knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), it is acknowledged by the Purchasers that the Company will pay compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Neither the Company has notnor any of its Subsidiaries has, and to its knowledge their knowledge, no one authorized to act on its their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Underwriters in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or (other than for Ladenburg Txxxxxxx & Co. Inc.’s placement of the Underlying SharesSecurities), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf (other than the Placement Agents, with respect to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or securities of the Underlying Shares, Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agents in connection with the Offeringplacement of the Shares and Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectlyindirectly (without giving effect to the activities of the Placement Agent), any action designed to cause or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The In connection with the transactions contemplated by the Transaction Documents, the Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Shares.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities Purchase Warrants or the Underlying Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities Purchase Warrants or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Purchase Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or securities of the Underlying SharesCompany during any restricted period (as defined in Regulation M adopted by the Commission), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company's placement agents in connection with the Offeringplacement of Company securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) since January 1, 2013, except as disclosed in the Company’s SEC Reports, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agents in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or (other than for the Underlying SharesPlacement Agent’s placement of the Securities), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) of this Section 3(KK), compensation paid to the Underwriter Placement Agent in connection with the OfferingPlacement.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, for or purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Shares and Warrants.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesShares and Warrants, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or Shares and Warrants (other than for the Underlying Sharesplacement agent's placement of the Shares and Warrants), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company., other than, in the case of clauses (ii) and (iii), compensation paid pursuant to the Underwriter in connection with the Offering.Section 1.A.

Regulation M Compliance. The Company has not, and to its knowledge no Company Party, Subsidiary of any Company Party or no one authorized to act acting on its any of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offering.placement of the Securities. EXECUTION COPY

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, Shares or (iii) other than in connection with the sale of securities of the Company consummated prior to the date hereof, paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Manager in connection with the Offeringsales of the Shares.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, for or purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) within the restricted period required by Regulation M, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and and, (iii), ) compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale issuance or resale of any of the Offered Securities Exchange Note or the Underlying Sharesshares of Common Stock into which the Exchange Note is convertible, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities Exchange Note or the Underlying Sharesshares of Common Stock into which the Exchange Note is convertible, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and nor any Subsidiary, nor, to its knowledge no one authorized to act on its behalf the Company’s knowledge, any of their respective directors, officers or controlling persons has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale sale, or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Shares.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesShares and Warrants, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or Shares and Warrants (other than for the Underlying Sharesplacement agent’s placement of the Shares and Warrants), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company., other than, in the case of clauses (ii) and (iii), compensation paid pursuant to the Underwriter in connection with the Offering.Section 1.A.

Regulation M Compliance. The Company has not, and to its best knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or of the Underlying Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than the Placement Agent, as to which the Company makes no representation or warranty) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), ) compensation paid to the Underwriter Placement Agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to the Company’s Knowledge, neither its knowledge no one authorized to act directors or officers nor any person acting on its behalf has, has (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, purchased or paid any compensation for soliciting purchases of, any securities of the Offered Securities or Company in violation of Regulation M under the Underlying Shares, Exchange Act or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agents in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agent and the Co-Placement Agents in connection with the Offeringplacement of the Shares and Warrants.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities Shares or the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities Shares or the Underlying Warrant Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Placement Agents in connection with the Offeringplacement of the Units.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.and

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, within the restricted period required by Regulation M, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or and the Underlying Warrant Shares, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying Warrant Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Securities.

Regulation M Compliance. The Company has not, and to its knowledge the Company’s Knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or Shares in violation of Regulation M under the Underlying SharesExchange Act, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Financial Advisor in connection with the Offeringtransactions contemplated by this Agreement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities ADSs or the Underlying Class A Ordinary Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities ADSs or the Underlying Class A Ordinary Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Manager in connection with the Offeringsales of the ADSs hereunder.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or (other than for the Underlying Sharesplacement agent’s placement of the Securities), or (iii) paid or agreed to pay to any Person person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) of this Section 3(BB), compensation paid to the Underwriter Placement Agent in connection with the OfferingPlacement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or securities of the Underlying SharesCompany during any restricted period (as defined in Regulation M adopted by the Commission), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agents in connection with the Offeringplacement of Company securities.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act acting on its behalf (other than the Financial Advisor, as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesSecurities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with Financial Advisor pursuant to the OfferingFinancial Advisory Agreement.

Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesRepresentative’s Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesRepresentative’s Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter in connection with the Offering.

Regulation M Compliance. The Company has not, and to its knowledge no Company Party, Subsidiary of any Company Party or no one authorized to act acting on its any of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underlying SharesTransaction Securities, (ii) sold, bid for, purchased, or, or paid any compensation for soliciting purchases of, any of the Offered Securities or the Underlying SharesTransaction Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriter Company’s placement agent in connection with the Offeringplacement of the Transaction Securities.