Common use of Removal of Legends Clause in Contracts

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following Upon the earlier of (i) registration for resale pursuant to the Effective Date Registration Rights Agreement or (ii) Rule 144 144(k) becoming available the Company shall (A) deliver to the transfer agent for the resale Common Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of SecuritiesCommon Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, without together with either (1) a customary representation by the requirement for Investor that Rule 144(k) applies to the Company to be shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in compliance accordance with the current public information required under 144(c)(1Plan of Distribution contained in the Registration Statement, and (B) (or Rule 144(i)(2), if applicable) as cause its counsel to deliver to the Securities Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and without volume or manner-of-sale restrictionsafter the earlier of such dates, upon an Investor’s written request, the Company shall instruct promptly cause certificates evidencing the Transfer Agent Investor’s Securities to remove be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the legend from Warrants shall not bear such restrictive legends provided the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to the Transfer Agentsuch Warrant Shares, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Companyas applicable. If a legend is no longer required pursuant to the foregoing, When the Company will no later than is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to an Investor within three (3) Trading Business Days following the delivery of submission by a Purchaser to the Company or the Transfer Agent (with notice to the Companythat Investor of legended certificate(s) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent as provided above (or to the Purchasers by crediting Company, in the account case of the Purchaser’s prime broker with DTC as directed Warrants), the Company shall be liable to the Investor for liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Purchasercertificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) Business Day that the unlegended certificates have not been so delivered.

Removal of Legends. The Once a Registration Statement covering the resale of the Conversion Shares is declared effective, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be removed and issued without restrictive legends). Further, the Company shall issue a certificate without remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such restrictive legend Securities or Conversion Shares pursuant to Rule 144 or any other restrictive legend to applicable exemption from the holder registration requirements of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) if such Conversion Shares are eligible for resale under Rule 144 becoming available for 144(b)(1) or any successor provision (or, in the resale event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall be issued without restrictive legends). Without limiting the foregoing, either (i) upon request of Securitiesthe Purchaser, without upon receipt by the requirement for Company of an opinion of counsel reasonably satisfactory to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws or (ii) as contemplated by the Irrevocable Transfer Agent Instructions, the Company will no later than three (3) Trading Days following shall promptly cause the delivery by a Purchaser legend to be removed from any certificate for any Securities or Conversion Shares in accordance with the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate or instrument (as the case may benew certificate(s) representing such the Securities or Conversion Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following Upon the earlier of (i) registration for resale pursuant to the Effective Date Registration Rights Agreement and receipt by the Company of an executed certificate of subsequent sale in substantially the form attached hereto as Exhibit D (a “Certificate of Subsequent Sale”) or (ii) Rule 144 144(k) becoming available for the resale of Securities, without the requirement for the Company shall, upon an Investor’s written request, promptly cause certificates evidencing the Investor’s Shares to be in compliance replaced with certificates which do not bear such restrictive legends. From and after the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to effectiveness of the Securities and without volume or manner-of-sale restrictionsRegistration Statement, the Company shall instruct provide the Transfer Agent to remove transfer agent for the legend from the Securities Shares with irrevocable written instructions, in form and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect substance reasonably satisfactory to the Transfer AgentInvestors, Company counsel to register the transfer of any Shares upon receipt of the certificate or otherwise) associated certificates representing such Shares along with the issuance a Certificate of Subsequent Sale relating to such opinion or the removal of such legend shall be borne by the CompanyShares. If a legend is no longer required pursuant to the foregoing, When the Company will no later than is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to an Investor at its address as set forth on the signature pages of this Agreement (as may be updated from time to time by such investor in compliance with Section 9.4 of this Agreement) within three (3) Trading Business Days following the delivery (five (5) Business Days for any Investor which is not a U.S. Person) of submission by a Purchaser to the Company or the Transfer Agent (with notice that Investor of legended certificate(s) to the Company) ’s transfer agent, with a copy to the Company, together with a Certificate of Subsequent Sale or, in the event of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedsale under Rule 144(k), signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter in customary form, the Company shall be liable to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause Investor for liquidated damages in an amount equal to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account 1.5% of the Purchaser’s prime broker with DTC as directed aggregate purchase price of the Securities evidenced by such Purchasercertificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) Business Day that the unlegended certificates have not been so delivered.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly, following the delivery by a Purchaser to the Company or the Transfer Agent (with written notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a)) or (ii) an Exercise Notice (as defined in the Warrants) in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company such eligibility to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date (as defined in the Registration Rights Agreement), or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, or (ii) following any sale of such Securities are sold Conversion Shares or transferred Warrant Shares, as the case may be, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144144(k), without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier applicable requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent. Any fees (with respect Company’s transfer agent to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be borne by the Companyissued free of all legends. If a The Company agrees that at such time as such legend is no longer required pursuant to the foregoingunder Section 6.2 above or this Section 6.3, the Company will it will, no later than three nine (39) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate representing Conversion Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading ninth Business Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates If available, certificates for Securities free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaserthe Depository Trust Company System.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). The Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a seller and broker representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a restrictive legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Participant is selling pursuant to the effective registration statement registering the Securities for resale, the Participant agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser Participant to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser Participant or such Participant, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Participants, as applicable, by crediting the account of the Purchasertransferee’s Participant’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The Once a Registration Statement covering the resale of the Common Shares and the Conversion Shares is declared effective, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be removed issued without restrictive legends), and the Company shall, upon request of the Purchaser or the Company’s transfer agent, provide a blanket opinion of counsel permitting such removal. Further, the Company shall issue a certificate without remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such restrictive legend Common Shares or Conversion Shares pursuant to Rule 144 or any other restrictive legend to applicable exemption from the holder registration requirements of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) if such Common Shares or Conversion Shares are eligible for resale under Rule 144 becoming available for 144(b)(1) or any successor provision (or, in the resale event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall be issued without restrictive legends). Without limiting the foregoing, either (i) upon request of Securitiesthe Purchaser, without upon receipt by the requirement for Company of an opinion of counsel reasonably satisfactory to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws or (ii) as contemplated by the Irrevocable Transfer Agent Instructions, the Company will no later than three (3) Trading Days following shall promptly cause the delivery by a Purchaser legend to be removed from any book-entry statements for any Common Shares or Conversion Shares in accordance with the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate new book-entry statements representing the Common Shares or instrument (as the case may be) representing such Securities Conversion Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The restrictive Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1(b5(c) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) while a registration statement (including a Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 without restriction (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 without restriction which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act and the Securities, as sold, assigned or transferred, need not bear a restrictive legend or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d) or as reasonably required by the Company’s transfer agent or Company’s counsel, as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and a representation letter such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to the extent required by Section 4.1(a), (which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Bxxxx’s designee with DTC, as applicable, the “Share Delivery Date”). The Company may not make shall be responsible for any notation on its records transfer agent fees or give instructions DTC fees with respect to any issuance of Securities or the Transfer Agent that enlarge the restrictions on transfer set forth removal of any legends with respect to any Securities in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaseraccordance herewith.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DTC (if available) if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1(b5(c) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) while a registration statement (including a Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 without restriction (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 without restriction which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act and the Securities, as sold, assigned or transferred, need not bear a restrictive legend or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d) or as reasonably required by the Company’s transfer agent or Company’s counsel, as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and a representation letter such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to the extent required by Section 4.1(a), (which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Xxxxx’s designee with DTC, as applicable, the “Share Delivery Date”). The Company may not make shall be responsible for any notation on its records transfer agent fees or give instructions DTC fees with respect to any issuance of Securities or the Transfer Agent that enlarge the restrictions on transfer set forth removal of any legends with respect to any Securities in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaseraccordance herewith.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without 144(k). The Company shall cause Company Counsel to issue the requirement for legal opinion referred to in the Company Irrevocable Transfer Agent Instructions to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) Company’s transfer agent on the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer AgentDate. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will use its best efforts to cause the Transfer Agent, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) ), to deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b9.1(a) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Stock Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCthe Depository Trust Company, if (i) if and when such Securities Common Stock Shares are registered for sold pursuant to a resale registration statement that has been declared effective under the Securities ActAct and the Company has received from such holder a certification that such sale has been made in the manner described in the section of such registration statement entitled “Plan of Distribution” or otherwise describing the manner in which the securities registered thereunder are to be sold, (ii) upon request, if such Securities Common Stock Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)) or otherwise pursuant to an exemption from registration under the Securities Act, or (iii) upon request, if such Securities Common Stock Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following , provided, that, in the earlier case of (i) the Effective Date or foregoing clauses (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) and (or Rule 144(i)(2iii), if applicable) as requested by the Company, the holder of such Common Stock Shares has furnished or caused to be furnished a legal opinion from its counsel, reasonably acceptable to the Securities Company and without volume or manner-of-sale restrictionsits counsel, to the Company shall instruct effect that the Transfer Agent to remove removal of the legend from is permitted by the Securities Act and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentrules and regulations of the SEC thereunder. Any fees (with respect to the Transfer Agent, of Company counsel or otherwisecounsel) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Stock Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Stock Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The In connection with the written request of a Stockholder, following the expiration of the Lock-up Period or in connection with a release of restrictions on Transfer pursuant to Section 2.02(e), the Company shall remove any restrictive legend set forth included on the certificates (or, in Section 4.1(bthe case of book-entry shares, any other instrument or record) above shall be removed representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable Securities shares of Common Stock upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act and the Registration Statement for such Company Equity Interests has not been suspended pursuant to Section 5.04 hereof or as otherwise required by the Securities Act, the Exchange Act or the rules and regulations of the Commission promulgated thereunder, (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities shares of Common Stock are eligible for sale under Rule 144, without pursuant to Section 4(a)(1) of the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (Securities Act or Rule 144(i)(2), if applicable) as to such securities and 144 without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date effective date of a Registration Statement registering such shares of Common Stock or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and such shares of Common Stock without volume or manner-of-sale restrictions, the Company, upon the written request of the Stockholder or its permitted transferee and the provision by such person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent, shall instruct the Transfer Agent Company’s transfer agent to remove the legend from the Securities such shares of Common Stock (in whatever form) and shall cause its Company counsel to issue any legend removal opinion required by the Transfer Agenttransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Business Days following the delivery by a Purchaser any Stockholder or its permitted transferee to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument (if applicable) representing such Securities (endorsed or with stock powers attachedshares of Common Stock and, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a)required, (a seller representation letter representing that such third Trading Dayshares of Common Stock may be sold pursuant to Rule 144, and a legal opinion of reputable counsel reasonably satisfactory to the “Legend Removal Date”) Company and the transfer agent, deliver or cause to be delivered to the holder of such Purchaser Company Equity Interests a certificate or instrument (as the case may be) representing such Securities shares of Common Stock (or evidence of the issuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct pursuant to an effective Registration Statement, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of Effective Date and provided the registration statement referred to in clause (i) the Effective Date above is then in effect, or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) at such earlier time as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate or instrument representing such Securities (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and (ii) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime primary broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without to such restrictive holder the applicable Shares in book-entry form free and clear of such legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder legends by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of The Company agrees that it shall cause Company Counsel (i) after the Effective Date Date, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of Company Counsel as may reasonable be required by the Transfer Agent in connection with the removal of legends pursuant to this Section 4.1(c) following receipt of the certificates and documents contemplated below. Following Rule 144 becoming available for the resale of a Purchaser’s Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company, upon the request of such Purchaser and delivery of the certificates and documents contemplated below, shall cause Company shall instruct Counsel or other counsel satisfactory to the Transfer Agent to remove the legend from the Securities and shall cause its counsel issue to issue any legend removal opinion required by the Transfer AgentAgent a legal opinion stating that such Securities of such Purchaser are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or promptly upon written request from Celgene instruct the Transfer Agent (with notice to remove the Company) of a legended certificate or instrument representing restrictive notation from the book entries evidencing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legendsSecurities. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b(a) above shall be removed and the Company shall issue Once a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for Registration Statement covering the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsConversion Shares is declared effective, the Company shall instruct the Transfer Agent to remove all restrictive legends, including the legend set forth in Section 4.10 above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be issued without restrictive legends). Further, the Company shall instruct the Transfer Agent to remove all restrictive legends, including the legend set forth in Section 4.10 above, (i) following any sale of such Securities or Conversion Shares pursuant to Rule 144 or any other applicable exemption from the registration requirements of the Securities Act, or (ii) if such Conversion Shares are eligible for resale under Rule 144(b)(1) or any successor provision (or, in the event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall cause its counsel to issue any legend removal opinion required be issued without restrictive legends). Without limiting the foregoing, upon request of the Purchaser, upon receipt by the Transfer Agent. Any fees (with respect Company of an opinion of counsel reasonably satisfactory to the Transfer Agent, Company counsel or otherwise) associated with to the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws, the Company will no later than shall, within three Trading Days, cause the legend to be removed from any certificate (3or electronic book-entry notation) Trading Days following for any Securities or Conversion Shares in accordance with the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate new certificate(s) (or instrument (as the case may beelectronic book-entry statements) representing such the Securities or Conversion Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the Registration Statement, such Purchaser agrees to only sell such Securities during such time that the Registration Statement is effective and not withdrawn or suspended, and only as permitted by the Registration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall reissue a certificate representing the applicable Shares or issue a certificate representing the applicable Warrant Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Securities (in which case a Purchase shall also be required to provide reasonable assurances (in the foregoingform of seller and, if applicable, broker representation letters), the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice and a representation letter payment of the applicable exercise price in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and an opinion of counsel to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the restrictions set forth in the Voting and Standstill Agreement, the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without to such restrictive holder the applicable Shares in book-entry form free and clear of such legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder legends by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale sold under an effective registration statement under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following Subject to the earlier of restrictions set forth in the Voting and Standstill Agreement, the Company agrees that it shall cause Company Counsel (i) after the Effective Date Date, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of Company Counsel as may reasonable be required by the Transfer Agent in connection with the removal of legends pursuant to this Section 4.1(c) following receipt of the certificates and documents contemplated below. Subject to the restrictions set forth in the Voting and Standstill Agreement, following Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company, upon the request of a Celgene Party and delivery of the certificates and documents contemplated below, shall cause Company shall instruct Counsel or other counsel satisfactory to the Transfer Agent to remove the legend from the Securities and shall cause its counsel issue to issue any legend removal opinion required by the Transfer AgentAgent a legal opinion stating that such Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant Except with respect to the foregoingrestrictions set forth in the Voting and Standstill Agreement, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company Transfer Agent or the Company, as the case may be, shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the effective Registration Statement registering the Shares for resale, such Purchaser agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date , or (iiiv) Rule 144 becoming available for if the resale of Securities, without holder provides the requirement for Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to be in compliance with the current public information effect that the legend is not required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to applicable requirements of the Securities Act (including controlling judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the Company shall instruct Staff of the Commission). Certificates for Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to remove a Purchaser by crediting the legend from account of such Purchaser’s prime broker with DTC as directed by such Purchaser. Following the Securities and shall cause its counsel to issue any legend removal opinion required effective date that the Registration Statement is first declared effective by the Transfer Agent. Any fees Commission, and provided the Registration Statement referred to in clause (with respect to the Transfer Agenti) above is then in effect, Company counsel or otherwise) associated with the issuance of at such opinion or the removal of such legend shall be borne by the Company. If earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate or instrument representing such Securities Shares (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and (ii) and a representation letter an opinion of counsel to the extent required by Section 4.1(a)4.1, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates Section, provided, however that, notwithstanding anything to the contrary contained herein, if for Securities free from all restrictive legends any reason the Registration Statement ceases to be available for any period of time for the resale of the Shares, the Company may be transmitted by instruct the Transfer Agent not to the Purchasers by crediting the account permit transfers of the Purchaser’s prime broker Shares, except for transfers otherwise made in accordance with DTC as directed by such Purchaserthe provisions of this Section 4.1.

Removal of Legends. The restrictive Certificates evidencing Shares shall not be required to contain the legend set forth in Section 4.1(b4(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) following a sale of such Securities are registered for Shares pursuant to a registration statement covering the resale of such Shares under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred Shares pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), ) or (iii) if such Securities are eligible for sale legend is not required under Rule 144applicable requirements of the 1933 Act (including, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will no later than three (3) Trading Days shall use commercially reasonable efforts following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 4(c), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on , registered in the name of such Buyer or its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaserdesignee.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to (A) Rule 144 (if the transferor is not an Affiliate of the Company)) or (B) pursuant to an effective registration statement filed under the Securities Act, or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of any registration statement filed after the date hereof pursuant to this Agreement or the Investment Agreement with respect to the Securities or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale resale under Rule 144144(b) or any successor provision, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to for the foregoingSecurities, if requested by a Purchaser, the Company will no later than shall request that the Transfer Agent remove any restrictive legends related to such Securities, whether certificated or uncertificated, and issue a new, unlegended stock certificate or make a new, unlegended book entry for such Securities, as the case may be, within three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing any such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), request (such third (3rd) Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to ), provided that the Company has timely received from such Purchaser a certificate or instrument (as customary representations and other documentation reasonably acceptable to the case may be) representing such Securities that is free from all restrictive legendsCompany and the Transfer Agent in connection therewith and an opinion of counsel to the extent required by Section 4.1(a). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if if: (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement); (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or ; (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel); (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel to the Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act; or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). The Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser the Purchaser: (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer); or (ii) and a representation letter to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system; or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee (the date by which such credit is so required to be made to the balance account of the Purchaser’s or the Purchaser’s nominee with DTC or such certificate is required to be delivered to the Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon the Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1144(c)(l) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1Rule I 44(c)(I) (or Rule 144(i)(2I 44(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Once a Registration Statement covering the resale of the Common Shares and the Derivative Shares is declared effective, the Company shall remove, and cause its Transfer Agent to remove, all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Derivative Shares are issued upon conversion or exercise, as applicable, after the Registration Statement is declared effective, the Derivative Shares shall be removed issued without restrictive legends), and the Company shall, upon request of the Purchaser or the Transfer Agent, provide a blanket opinion of counsel permitting such removal. Further, the Company shall issue a certificate without remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such restrictive legend Common Shares or Derivative Shares pursuant to Rule 144 or any other restrictive legend to applicable exemption from the holder registration requirements of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) if such Common Shares or Derivative Shares are eligible for resale under Rule 144 becoming available for 144(b)(1) or any successor provision (or, in the resale event that Derivative Shares are issued upon conversion or exercise, as applicable, after the conditions set forth in clauses (i) and (ii) above, the Derivative Shares shall be issued without restrictive legends). Without limiting the foregoing, either (1) within two (2) Business Days of Securitiesthe request of the Purchaser, without subject to receipt by the requirement for Company of an opinion of counsel reasonably satisfactory to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws or (2) as contemplated by the Irrevocable Transfer Agent Instructions, the Company will no later than three (3) Trading Days following shall promptly cause the delivery by a Purchaser legend to be removed from any book-entry statements for any Common Shares or Derivative Shares in accordance with the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate new book-entry statements representing the Common Shares or instrument (as the case may be) representing such Securities Derivative Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend legends set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. Except as may be required to ensure compliance with applicable law or so as to be consistent with any xxxxxxx xxxxxxx policy implemented by the Company, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Notwithstanding the foregoing or anything else in this Section 4.1 to the contrary, the Company shall not be required to remove the restrictive legend regarding the restriction and encumbrance of transfers of Securities under the Shareholder Agreement set forth in Section 4.1(b) above unless and until the Shareholder Agreement has been terminated or otherwise cancelled in accordance with the terms thereof.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Creditor is selling pursuant to the effective registration statement registering the Shares for resale, the Creditor agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities Shares are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentsuch eligibility. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If At such time as a legend is no longer required pursuant to the foregoingfor certain securities, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser the Creditor to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aCompany Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser the transferee of the Creditor or the Creditor, as applicable, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent Company to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.Creditor. (d)

Removal of Legends. The restrictive legend set forth in Section 4.1(b9.1(a) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Purchased Shares, Series C Shares and Conversion Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCthe Depository Trust Company, if (i) if and when such Securities Purchased Shares, Series C Shares and Conversion Shares are registered for sold pursuant to a resale registration statement that has been declared effective under the Securities ActAct and the Company has received from such holder a certification that such sale has been made in the manner described in the section of such registration statement entitled “Plan of Distribution” or otherwise describing the manner in which the securities registered thereunder are to be sold, (ii) upon request, if such Securities Purchased Shares, Series C Shares and Conversion Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)) or otherwise pursuant to an exemption from registration under the Securities Act, or (iii) upon request, if such Securities Purchased Shares, Series C Shares and Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following , provided, that, in the earlier case of (i) the Effective Date or foregoing clauses (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) and (or Rule 144(i)(2iii), if applicable) as requested by the Company, the holder of such Purchased Shares, Series C Shares and Conversion Shares has furnished or caused to be furnished a legal opinion from its counsel, reasonably acceptable to the Securities Company and without volume or manner-of-sale restrictionsits counsel, to the Company shall instruct effect that the Transfer Agent to remove removal of the legend from is permitted by the Securities Act and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentrules and regulations of the SEC thereunder. Any fees (with respect to the Transfer Agent, of Company counsel or otherwisecounsel) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.the

Removal of Legends. The restrictive legend set forth in Section 4.1(b) 4.2 above shall be removed and the Company shall issue a certificate or instrument representing such Securities without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Security upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2144(c)(2), if applicable) as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date Rule 144 becoming becomes available for the resale of Securities, Securities without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2144(c)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days trading days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a)4.1, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Investor a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser4.3.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Shares and without volume or manner-of-sale restrictions, upon written request by each Purchaser, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a each Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such each Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers each Purchaser by crediting the account of the each Purchaser’s prime broker with DTC as directed by such each Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) the date Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall instruct the Depositary to issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent its Depositary to remove the legend from the Securities and shall cause Securities, if each Purchaser causes its counsel to issue any legend removal opinion required by the Transfer AgentDepositary. Any fees (with respect to the Transfer Agent, Depositary shall be borne by the Company counsel or otherwise) and any fees associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent Depositary to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth above in Section 4.1(b2(g) above shall be removed from certificates representing Shares and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Buyer is selling pursuant to the effective registration statement registering the Shares for resale (the "Registration Statement"), the Buyer agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of Securitiesthe Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct within one (1) Business Day deliver to its transfer agent irrevocable instructions that the Transfer Agent to remove transfer agent shall reissue a certificate representing the applicable Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer Agenttransfer agent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel transfer agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) upon request, if such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) upon request, if such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144, pursuant to any other exemption under the Securities Act or pursuant to sale under an effective registration statement such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Section 4.1(b) above shall be removed and 4.11, if requested by the Investor, the Company shall issue a certificate without such cause the Transfer Agent to remove any restrictive legend or any other restrictive legend legends related to the holder book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends as soon as practicable of any such request therefor from the applicable Securities Investor and no later than two (2) Trading Days after such request, provided that the Company has received customary representations and other documentation reasonably acceptable to the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon which it is stamped or issue to the earlier of such holder by electronic delivery at time as the applicable balance account at DTCShares, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale resale under Rule 144, 144(b)(1) or any successor provision (without the requirement for the Company to be in compliance comply with the current public information required under obligations of Rule 144(c)(1) (or Rule 144(i)(2144(c), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct promptly, after receipt of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares and (B) use reasonable best efforts to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect deliver to the Transfer Agent, Company counsel Agent one or otherwise) associated with more blanket opinions to the issuance of such opinion or effect that the removal of such legend shall legends in such circumstances may be borne by effected under the CompanySecurities Act. If a legend is no longer required pursuant to From and after the foregoingearlier of such dates, upon an Investor’s written request, the Company will no later than three (3) Trading Days following shall promptly cause certificates or book entries evidencing the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause Investor’s Shares to be delivered to such Purchaser a certificate replaced with certificates or instrument (book entries, as the case may be) representing , which do not bear such Securities that is free from all restrictive legends, provided the provisions of either clauses (i), (ii) or (iii) above, as applicable, are satisfied with respect to such Shares. Notwithstanding the foregoing, promptly following the one-year anniversary of the Closing, the Company shall remove any legend from the book entry position evidencing the Shares then held by non- affiliates of the Company. The Company may not make any notation on shall be responsible for the fees of its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker associated with DTC as directed by such Purchaserissuance.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue a certificate book entry statements without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) one year from the Effective Closing Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, upon request of a Purchaser, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument book entry statement representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third second (2nd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered via DTC to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates Electronic certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall reissue a certificate representing the applicable Shares or issue a certificate representing the applicable Warrant Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) an Exercise Notice in the manner stated in the Warrants to effect the extent required by Section 4.1(a), exercise of such Warrant in accordance with its terms (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities upon which it is stamped Shares or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities are registered for resale under sold pursuant to an effective Registration Statement (and while such Registration Statement is effective) and the Securities ActPurchaser has delivered a signed and completed Certificate of Subsequent Sale in substantially the form of Exhibit G attached hereto (the “Certificate of Sale”) with respect to such Securities, (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or counsel to the Company in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for other restriction and counsel to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as has provided written confirmation of such eligibility to the Securities Transfer Agent (and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause so direct its counsel to issue any legend removal opinion required by the Transfer Agentprovide such confirmation). Any fees (with respect to the Transfer Agent, counsel to the Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter together with such other customary documents as the Transfer Agent and/or counsel to the extent required by Section 4.1(aCompany shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier earliest of (i) one year from the Effective Date or Closing Date, (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictionsrestrictions and (iii) the date, if any, that the registration statement covering the resale of the Securities has been declared effective by the Commission, the Company shall instruct cause Company Counsel to issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agenta legal opinion. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will will, no later than three two (32) Trading Days Days, in each case following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate (or instrument book entry certificate) representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will use its commercially reasonable efforts to cause no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Certificates evidencing New Securities shall not be required to contain the legend set forth in Section 4.1(bclause (r) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) upon the sale of such New Securities pursuant to an effective registration statement (including a Registration Statement) covering the resale of such New Securities, (ii) following any distribution compliance period (as required by Regulation S), (iii) if such New Securities are registered eligible to be sold, assigned or transferred under Rule 144 (provided that the Holder provides the Company with a reasonable assurances (including customary representation letters) that such New Securities are eligible for resale sale, assignment or transfer under Rule 144 which shall not include an opinion of Holder’s counsel) (each such time, an “Eligible 144 Sale Time”), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer of the New Securities may be made without registration under the applicable requirements of the Securities Act, (iiv) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC) or Canadian Securities Laws or (vi) if the New Securities are being sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)Regulation S, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for legend may be removed by providing a declaration to the Company that such shares may be sold pursuant to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and Regulation S without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Companya legend. If a no legend is no longer required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days following the delivery by a Purchaser the Holder to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such New Securities (endorsed or with stock share powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder as may be required above in this Annex 2, as directed by the Holder, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such New Securities are Warrant Shares that both (i) either (x) available to be sold pursuant to a representation letter to the extent prospectus under Canadian Securities Laws or (y) a legend is not required by Section 4.1(a), National Instrument 45-102 – Resale of Securities or any applicable Canadian Securities Laws (such third Trading Dayas applicable, the “Legend Removal DateRequired Canadian Unrestricted Conditions”) deliver or cause and (ii) either (x) available to be delivered sold pursuant to such Purchaser an effective and available registration statement or (y) at an Eligible 144 Sale Time (as applicable, the “Required U.S. Unrestricted Conditions” and, together with the Required Canadian Unrestricted Conditions, the “Required Unrestricted Conditions”), credit the aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, issue and deliver (via reputable overnight courier) to the Holder, a certificate or instrument (as the case may be) representing such New Securities that is free from all restrictive and other legends, registered in the name of the Holder or its designee. The Company may not make shall be responsible for any notation on transfer agent fees or DTC fees with respect to any issuance of New Securities or the removal of any legends with respect to any New Securities in accordance herewith (the date by which such credit is so required to be made to the balance account of the Holder’s or the Holder’s designee with DTC or such certificate is required to be delivered to the Holder pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such Common Shares are actually delivered without any restrictive legend to the Holder or the Holder’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Holder (or its records or give instructions to designee) by the Required Delivery Date, either (I) if the Transfer Agent that enlarge is not participating in the restrictions DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, a certificate for the number of New Warrant Shares to which the Holder is entitled and register such New Warrant Shares on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, to credit the Purchasers by crediting the balance account of the PurchaserHolder or the Holder’s prime broker designee with DTC for such number of New Warrant Shares submitted for legend removal by the Holder pursuant hereto or (II) if the Registration Statement covering the resale of the New Warrant Shares submitted for legend removal by the Holder pursuant hereto (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as directed required pursuant to clause (w) below (x) so notify the Holder and (y) deliver the New Warrant Shares electronically without any restrictive legend by crediting such Purchaseraggregate number of New Warrant Shares submitted for legend removal by the Holder pursuant hereto to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 1% of the product of (A) the sum of the number of Common Shares not issued to the Holder on or prior to the Required Delivery Date and to which the Holder is entitled, and (B) any trading price of the Common Shares selected by the Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Warrant Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder and register such Common Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of the Holder or the Holder’s designee with DTC for the number of Common Shares to which the Holder submitted for legend removal by the Holder pursuant hereto or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares submitted for legend removal by the Holder pursuant hereto that the Holder is entitled to receive from the Company (a “Buy-In”), then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any, for the Common Shares so purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit the Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to the Holder a certificate or certificates or credit the balance account of the Holder or the Holder’s designee with DTC representing such number of Common Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Warrant Shares that the Company was required to deliver to the Holder by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the New Warrants) of the Common Shares on any Trading Day during the period commencing on the date of the delivery by the Holder to the Company of the applicable New Warrant Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares (or to electronically deliver such Common Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this clause shall not apply to the Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the New Warrant held by the Holder.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DTC (if available) if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCthe Purchaser’s designated custodian, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities the Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities the Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC the Purchaser’s designated custodian as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b4(h) above shall be removed and the Company shall issue a certificate Certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares or Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares and Warrant Shares are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the Registration Statement, such Purchaser agrees to only sell such Shares and Warrant Shares during such time that the Registration Statement is effective and not withdrawn or suspended, and only as permitted by the Registration Statement), (ii) such Securities Shares and Warrant Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares and Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date Registration Statement Effectiveness or (ii) Rule 144 becoming available for the resale of SecuritiesShares and Warrant Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by irrevocable instructions that the Transfer AgentAgent shall reissue a Certificate representing the applicable Shares and Warrant Shares without legend. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Registration Statement Effectiveness, or at such earlier time as a legend is no longer required pursuant for certain Shares and Warrant Shares (in which case a Purchaser shall also be required to provide reasonable assurances, in the foregoingform of seller and, if applicable, broker representation letters), the Company will no later than three (3) two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate or instrument Certificate representing such Securities Shares and Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and or otherwise in form necessary to affect effect the reissuance and/or transfer) and a representation letter or (ii) an opinion of counsel to the extent required by Section 4.1(a4(g), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, evidence of a certificate or instrument (as the case may be) Certificate representing such Securities Shares and Warrant Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)5(m) other than to comply with applicable law. Certificates for Securities free from all restrictive legends Shares and Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser. “Trading Day” means any day on which the Common Stock is traded on the Nasdaq Stock Market, or, if the Nasdaq Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded (a “Trading Market”); provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time).

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, or (ii) such Securities are sold or transferred or are eligible for sale and the holder has a present intent to sell pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent the Irrevocable Transfer Agent Instructions and obtain, if possible, any legal opinion necessary for the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentcomply with such instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly, following the delivery by a Purchaser to the Company or the Transfer Agent (with written notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect effect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a)) or (ii) an Exercise Notice (as defined in the Warrants) in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b4.1(b)(A) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery delivery, with respect to Affiliates, to the extent permitted, at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Stockholder is selling pursuant to the effective registration statement registering the Securities for resale, the Stockholder agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such the legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser Stockholder to the Company or the Transfer Agent (with notice to the Company) of (x) a legended certificate or instrument representing such 24 Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter (y) an opinion of counsel to the extent required by Section 4.1(a), ) (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser Stockholder a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Stockholders by crediting the account of the PurchaserStockholder’s prime broker with DTC as directed by such PurchaserStockholder.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Shares and without volume or manner-of-sale restrictions, upon written request by the Purchaser, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or if the applicable Shares are evidenced by a book entry notification, cause the Transfer Agent to remove restrictions under the Securities Act that are stated to apply to such Shares on the books and records of the Transfer Agent or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to an effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel, or such other counsel reasonably acceptable to the Company and the Purchaser, to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares or, if the applicable Shares are evidenced by book entry notation, delivery by the Purchaser to the Transfer Agent (with notice to the Company) of an appropriate instruction letter (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter to the extent any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legendsand other legends or remove such legend from such Shares evidenced by book entry notation. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate or instrument without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities ActAct (provided that neither the Company nor any other Person is under any obligation to register the Securities), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Once a legend is no longer required pursuant to the foregoingfor Warrant Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), or (ii) to the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities the Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Warrant Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice and a copy of the materials provided to the Transfer Agent to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale resale under Rule 144144(b) or any successor provision, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to for the foregoingSecurities, if requested by a Purchaser, the Company will no later than shall request that the Transfer Agent remove any restrictive legends related to such Securities, whether certificated or uncertificated, and issue a new, unlegended stock certificate or make a new, unlegended book entry for such Securities, as the case may be, within three (3) Trading Days following of any such request, provided that the delivery by a Company has timely received from such Purchaser customary representations and other documentation reasonably acceptable to the Company or and the Transfer Agent (with notice to the Company) in connection therewith and an opinion of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct pursuant to an effective Registration Statement, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (ix) the Effective Date or (iiy) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a “representation letter letter” to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime primary broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue a certificate book entry statements without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) one year from the Effective Closing Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, upon request of a Purchaser, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument book entry statement representing such Securities Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third second (2nd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered via DTC to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates Electronic certificates for Securities free from all restrictive legends Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to (A) Rule 144 (if the transferor is not an Affiliate of the Company)) or (B) pursuant to an effective registration statement filed under the Securities Act, or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate (or book entry notation, as applicable) without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, such Securities are sold only during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate (or instrument book entry notation) representing such Securities Shares, Warrant Shares or Underlying Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, or (iii) a Notice of Conversion in the manner stated in the Certificate of Designation to effect the conversion of such Preferred Shares in accordance with their terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), ) (such third second (2nd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) book entry notations representing such Securities that is free from all restrictive and other legends, or at the election of the Purchaser, by delivery via the Deposit/Withdrawal at Custodian system of DTC. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates (or book entry notations) for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. If a legal opinion is required by the Company’s transfer agent or requested by a Purchaser in connection with legend removal, the Company hereby agrees to cause its outside counsel to promptly provide such legal opinion.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC The Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1(b5(c) above shall be removed and or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is effective under the 1933 Act to the extent such Buyer provides such documentation or other information evidencing the sale of the Securities as the Company, the Transfer Agent or legal counsel to the Company shall issue reasonably request (which, for the avoidance of doubt, shall not include a certificate without such restrictive legend medallion guarantee or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Acta legal opinion), (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and the Resale Eligibility Conditions are satisfied and such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, issue and deliver (via reputable overnight courier) to such Buyer, a representation letter certificate representing such Securities, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the extent balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (Buyer pursuant to the foregoing is referred to herein as the case may be) representing “Required Delivery Date”, and the date such Securities that is free from all shares of Common Stock are actually delivered without restrictive legendslegend to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company may not make shall be responsible for any notation on its records transfer agent fees or give instructions DTC fees with respect to any issuance of Securities or the Transfer Agent that enlarge the restrictions on transfer set forth removal of any legends with respect to any Securities in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaseraccordance herewith.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate or book entry shares without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will (A) remove all restrictive legends from shares that are held in book entry form and (B) no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except to the extent required by Law, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier satisfaction of the conditions set forth in clauses (i) the Effective Date or ), (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1or (iii) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsabove, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, attached and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.1(b) or this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCDTC or the Transfer Agent, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchasers, including, if applicable, by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company such eligibility to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date (as defined in the Registration Rights Agreement), or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.that

Removal of Legends. The restrictive Certificates evidencing the Underlying Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b3.2(f) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, (ii) following any sale of such Securities are sold Underlying Shares or transferred Warrant Shares pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Underlying Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities Underlying Shares or Warrant Shares and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date restrictions or (iiiv) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information if such legend is not required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to applicable requirements of the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the transfer agent for its Common Stock (the “Transfer Agent”) promptly after the filing of the Prospectus Supplement if required by the Transfer Agent. Any fees (with respect Agent to effect the Transfer Agent, Company counsel or otherwise) associated Company’s compliance with the issuance preceding sentence. The Company agrees that following the filing of the Prospectus Supplement or at such opinion or the removal of time as such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoingunder this Section 4.1, the Company will it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Underlying Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4. Certificates for Securities free from all restrictive legends may Underlying Shares and Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC the Depository Trust Company System as directed by such Purchaser.

Removal of Legends. (i) The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date on which Rule 144 becoming becomes available for the resale of Securitiesthe Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent a legal opinion regarding the Purchaser’s ability to remove resell the legend from the Securities and shall cause its counsel Shares pursuant to issue any legend removal opinion required by the Transfer AgentRule 144. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the CompanyCompany Counsel) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Certificates evidencing the Common Shares shall not be required to contain the legend set forth in Section 4.1(b5(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any restrictive or other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) while a registration statement (including a Registration Statement) covering the resale of such Securities are registered for resale Common Shares is effective under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred Common Shares pursuant to Rule 144 (if assuming that the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities Common Shares are eligible to be sold, assigned or transferred under Rule 144(b)(1) (provided that the Holder provides the Company with reasonable assurances that such Common Shares are eligible for sale sale, assignment or transfer under Rule 144(b)(1), which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144) provided the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Common Shares may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three (3) Trading Business Days following the delivery by a Purchaser the Holder to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a, if applicable), (such third Trading Day, together with any other deliveries from the “Legend Removal Date”Holder as may be required above in this Section 5(c) deliver (or cause to be delivered to such Purchaser to) the Holder a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions and other 20 legends (the date by which such certificate is required to be delivered to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent Holder pursuant to the Purchasers by crediting foregoing is referred to herein as the account of the Purchaser’s prime broker with DTC as directed by such Purchaser“Required Delivery Date”).

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) one year from the Effective Closing Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third second (2nd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares or Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under sold pursuant to an effective Registration Statement and the Securities ActPurchaser has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit H attached hereto (the “Certificate of Sale”) with respect to such Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2144(k), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale sold or transferred pursuant to (A) Rule 144 or (B) pursuant to an effective registration statement filed under the Securities Act, or (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser Shareholder to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Shareholder a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Shareholders by crediting the account of the PurchaserShareholder’s prime broker with DTC as directed by such PurchaserShareholder.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”) or the Transfer Agent, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Common Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, or (ii) following any sale of such Securities are sold Conversion Shares or transferred Warrant Shares, as the case may be, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144144(k), without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier applicable requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent. Any fees (with respect Company’s transfer agent to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be borne by the Companyissued free of all legends. If a The Company agrees that at such time as such legend is no longer required pursuant to the foregoingunder Section 6.2 above or this Section 6.3, the Company will it will, no later than three (3) Trading four Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate representing Conversion Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading fourth Business Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates If available, certificates for Securities free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaserthe Depository Trust Company System.

Removal of Legends. The restrictive legend set forth in Section 4.1(b5(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCReplacement Warrant and Exercised Shares, if (i) such Securities Replacement Warrant and Exercised Shares are registered for resale under the Securities Act, (ii) such Securities Replacement Warrant and Exercised Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Replacement Warrant and Exercised Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesReplacement Warrant and Exercised Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Replacement Warrant and Exercised Shares and without volume or manner-of-sale restrictions, upon written request by an Investor, the Company shall instruct the Transfer Agent its transfer agent to remove the legend from the Securities Replacement Warrant and Exercised Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agenttransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser the Investors to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities Replacement Warrant and Exercised Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a5(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser the Investor a certificate or instrument (as the case may be) representing such Securities Replacement Warrant and Exercised Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section 4.1(c5(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be date in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If which a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter an opinion of counsel to the extent required by Section 4.1(a), ) (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesSecurities (if the holder of the Securities is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). The Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will will, no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon Purchaser’s written request, be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b4.1(b)(i) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.. The Company agrees to issue or reissue certificates representing any of the Securities bearing the legend set out above in Section 4.1(b)(ii without such legend where the Purchasers, prior to making any transfer of any such Securities, shall give written notice to the Company confirming that the transfer is through an exchange, or a market, outside of Canada, or to a person or company outside of Canada

Removal of Legends. The restrictive (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, or (ii) following any sale of such Securities are sold Conversion Shares or transferred Warrant Shares, as the case may be, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144144(k), without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier applicable requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent. Any fees (with respect Company’s transfer agent to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be borne by the Companyissued free of all legends. If a The Company agrees that at such time as such legend is no longer required pursuant to the foregoingunder Section 6.2 above or this Section 6.3, the Company will it will, no later than three (3) Trading nine Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate representing Conversion Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading ninth Business Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates If available, certificates for Securities free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaserthe Depository Trust Company System.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such DTC. ________ Subscription Agreement Purchaser.’s Initials 15 Generation Hemp, Inc.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate or book-entry statement without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), ) (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) book-entry statement representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates or book-entry statements for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCDTC (if available), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or Company Counsel in connection with such sale or transfer, or (iii) such Securities Shares are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company such eligibility to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If At such time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the transferee of the Purchaser or the Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser4.1.