Common use of Removal of Legends Clause in Contracts

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1, 3.6(e) and 3.6(f) (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicable, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock that is free from such legend. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144.

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1, 2.1 or 3.6(e) and 3.6(f) (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations on manner of sale under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicable, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock that is free from such legend. In the event any of the legends referenced in Sections 2.1, 2.1 or 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144.

Removal of Legends. Certificates evidencing The Company shall, no later than three Trading Days following the Warrants delivery by an Investor to the Company or the Company’s transfer agent (with notice to the Company) of (i) a notice that any of the Securities held by an Investor have been or will be sold pursuant to a registration statement or Rule 144 under the 1933 Act or are eligible for sale without restriction under Rule 144 or that such legend is not otherwise required, (ii) in the case of a Rule 144 transaction, a representation by such Investor and such Investor’s broker, as applicable, that the requirements of Rule 144, as applicable and if required, have been satisfied, and (iii) a legended certificate 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), as directed by the Investor, either: (A) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing such Securities that is free from all restrictive and other legends; or (B) cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock issued upon exercise equal to the number of Securities represented by the certificate so delivered by the Investor (the date by which such certificate is required to be delivered to the Investor or such credit is so required to be made to the account of the Warrants Investor or its designee at DTC pursuant to the foregoing is referred to herein as the “Required Delivery Date”). If the Company fails on or prior to the Required Delivery Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing the Securities that is free from all restrictive and other legends, or (ii) cause the Company’s transfer agent to credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Securities represented by the certificate delivered by the Investor pursuant hereto, then, in addition to all other remedies available to the Investor, the Company shall pay in cash to the Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not be required timely effected an amount equal to contain any legend referenced in Sections 2.1, 3.6(e1.0% (increasing to 2.0% if shares are not delivered following the tenth (10) and 3.6(fTrading Day) of the product of (A) while the sum of the number of Securities not issued to the Investor on a registration statement timely basis and to which the Investor is entitled, and (solely B) the VWAP for the purposes of this and five (5) Trading Day period immediately preceding the immediately following paragraphRequired Delivery Date). In addition to the foregoing, if the Company fails to so properly deliver such term to include a Registration Statement) covering unlegended certificates or so properly credit the resale account of the Warrants Investor or its designee at DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend, then the Company shall, within three Trading Days after the Investor’s request, pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock is effective under so purchased, at which point the Securities Act, Company’s obligation to deliver a certificate or (B) following any sale of any credit such Warrants Investor’s or its designee’s account at DTC for such shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shall terminate and such shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to shall be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicable, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock that is free from such legend. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144cancelled.

Removal of Legends. Certificates evidencing The legend set forth in Section 4.1(b) above shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a book entry confirmation without such legend or any other legend to the holder of the Warrants shall applicable 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 Shares are registered for resale under the Securities Act (provided that, if a Purchaser is selling pursuant to an effective Registration Statement, then 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 Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) 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 contain any legend referenced in Sections 2.1, 3.6(e) such securities and 3.6(f) without volume or manner-of-sale restrictions. Following the earlier of (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, Effective Date or (B) following any sale Rule 144 becoming available for the resale of any such Warrants or shares of Common Stock pursuant Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144, or (C) following receipt of a legal opinion of counsel 144 as to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale such Shares and without volume limitations or other limitations under Rule 144. In additionmanner-of-sale restrictions, the Company shall deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a book entry confirmation representing the applicable Shares without legend upon receipt by the Transfer Agent of the legended book entry confirmation for such Shares. Any fees with respect to the Transfer Agent and the Warrant Agent will agree to all DTC fees associated with the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to such legend shall be borne by the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the Effective Date, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants or shares Shares (in which case a Purchaser shall also be required to provide reasonable assurances (in the form of Common Stockseller and, if applicable, broker representation letters) that a legend is no longer required), the Company shall promptlywill, no later than three Trading Days following the delivery by Holder a Purchaser to the Warrant Company or the Transfer Agent (with notice to the Company) of a legended certificate book entry confirmation representing such Warrants Shares (endorsed or shares with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer thereof) and an opinion of Common Stock, as applicablecounsel to the extent required by Section 4.1(a), deliver or cause to be delivered to the Holder transferee of such Purchaser or such Purchaser, as applicable, a certificate book entry confirmation representing such Warrants or shares of Common Stock Shares that is free from such legendall restrictive and other legends. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the The Company may require not make any notation on its records or give instructions to the Transfer Agent that such legends, as applicable, enlarge the restrictions on transfer set forth in this Section 4.1(c) other than to comply with applicable law. Book entry confirmations for Shares subject to legend removal hereunder may be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant transmitted by the Transfer Agent to an effective registration statement or under Rule 144 and Holder shall cooperate in a Purchaser by crediting the replacement account of such legend. Such legend shall thereafter be removed when Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing The Company shall, no later than three Trading Days following the Warrants delivery by an Investor to the Company or the Company’s transfer agent (with notice to the Company) of (i) a notice that any of the Securities held by an Investor have been or will be sold pursuant to a registration statement or Rule 144 under the 1933 Act or are eligible for sale without restriction under Rule 144 or that such legend is not otherwise required, (ii) in the case of a Rule 144 transaction, a representation by such Investor and such Investor’s broker, as applicable, that the requirements of Rule 144, as applicable and if required, have been satisfied and (iii) a legended certificate 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), as directed by the Investor, either: (A) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing such Securities that is free from all restrictive and other legends or (B) cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock issued upon exercise equal to the number of Securities represented by the certificate so delivered by the Investor (the date by which such certificate is required to be delivered to the Investor or such credit is so required to be made to the account of the Warrants Investor or its designee at DTC pursuant to the foregoing is referred to herein as the “Required Delivery Date”). If the Company fails on or prior to the Required Delivery Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing the Securities that is free from all restrictive and other legends or (ii) cause the Company’s transfer agent to credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Securities represented by the certificate delivered by the Investor pursuant hereto, then, in addition to all other remedies available to the Investor, the Company shall pay in cash to the Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not be required timely effected an amount equal to contain any legend referenced in Sections 2.1, 3.6(e1.0% (increasing to 2.0% if shares are not delivered following the tenth (10) and 3.6(fTrading Day) of the product of (A) while the sum of the number of Securities not issued to the Investor on a registration statement timely basis and to which the Investor is entitled and (solely B) the VWAP for the purposes of this and five Trading Day period immediately preceding the immediately following paragraphRequired Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such term to include a Registration Statement) covering unlegended certificates or so properly credit the resale account of the Warrants Investor or its designee at DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend, then the Company shall, within three Trading Days after the Investor’s request, pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock is effective under so purchased, at which point the Securities Act, Company’s obligation to deliver a certificate or (B) following any sale of any credit such Warrants Investor’s or its designee’s account at DTC for such shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shall terminate and such shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to shall be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicable, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock that is free from such legend. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144cancelled.

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants Warrant Shares shall not be required to contain any legend referenced (including the legend set forth in Sections 2.1, 3.6(eSection 4(e) and 3.6(f) hereof: (Ai) while a registration statement (solely for including the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock such security is effective under the Securities Act, or (Bii) following any the sale of any such Warrants or shares of Common Stock Warrant Shares pursuant to Rule 144, or (Ciii) following receipt if such Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held Company's transfer agent promptly after the Effective Date if required by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree Company's transfer agent to effect the removal of the legend hereunder. If all legends with respect or any portion of a Warrant is exercised at a time where there is an effective registration statement to Warrants cover the resale of the Warrant Shares, or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations if such Warrant Shares may be sold under Rule 144, subject to 144(k) or if such legend is not otherwise required under applicable requirements of the Company’s approval Securities Act (including judicial interpretations thereof) then such Warrant Shares shall be issued free of appropriate procedures, all legends. The Company agrees that following the Effective Date or at such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any as such legend is no longer required under this Section 4(f), it will, no later than three (as provided above3) for certain Warrants or shares of Common Stock, the Company shall promptly, Trading Days following the delivery by a Holder to the Warrant Agent Company or the Company's transfer agent of a legended certificate representing such Warrants or shares of Common StockWarrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the "LEGEND REMOVAL DATE"), deliver or cause to be delivered to the such Holder a certificate representing such Warrants or shares of Common Stock that is free from such legendall restrictive and other legends. In the event The Company may not make any notation on its records or give instructions to any transfer agent of the legends referenced Company that enlarge the restrictions on transfer set forth in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any this Section. Certificates for securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Warrants or shares Company to the Holders by crediting the account of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or Holders prime broker with the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144DWAC system.

Removal of Legends. Certificates evidencing If requested by a Purchaser, all legends set forth in Section 4.2(b) above shall be removed and the Warrants Company shall issue a book-entry notation (or certificate, as applicable) to such holder 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 (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 shares 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 Common Stock issued upon the Company and assuming cashless exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1, 3.6(e) and 3.6(f) (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities ActWarrants), or (Biii) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder Securities are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to without the Company’s approval of appropriate procedures, such approval not requirement for the Company to be unreasonably withheld, conditioned in compliance with the current public information required under Rule 144 as to such Securities and without volume or delayedmanner-of-sale restrictions. Following the earlier of (i) the effective date of any resale registration statement 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 Rule 144 as to such Securities and without volume or manner-of-sale restrictions and assuming cashless exercise of the Warrants, the Company shall cause the Transfer Agent to remove any restrictive legends on any Pre-Funded Warrant Shares within two Business Days of such request. Any fees (with respect to the Transfer Agent, Company U.S. Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Following the effective date of any resale registration statement, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants or shares of Common StockSecurities, the Company shall will promptly, following the delivery by Holder a Purchaser to the Warrant Agent Company (with written notice to the Company) of (i) a legended certificate or book-entry notation representing Pre-Funded Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.2(a) or (ii) an Exercise Notice (as defined in the Pre-Funded Warrants and in the form attached hereto as Exhibit E), in the manner stated in the Pre-Funded Warrants to effect the exercise of such Pre-Funded Warrants or shares in accordance with its terms, and an opinion of Common Stockcounsel to the extent required by Section 4.2(a) (such date, as applicablethe “Legend Removal Date”), deliver or cause to be delivered to the Holder such Purchaser a certificate representing such Warrants or shares of Common Stock that is book-entry notation free from such legendall restrictive and other legends. In The Company may not make any notation on its records or give instructions to the event any Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.2(c). Certificates or book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing Upon receipt of written notice from a Purchaser, the Warrants legend set forth in Section 5.3(a) above shall be removed and shares of Common Stock issued upon exercise the Company shall issue a certificate without such legend or any other legend to the holder of the Warrants shall applicable 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 Shares are registered for resale under the Securities Act (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 Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) 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 contain any legend referenced in Sections 2.1, 3.6(esuch securities and without volume or manner-of-sale restrictions. Following the earlier of (i) and 3.6(f) (A) while the effective date of a registration statement covering a resale of the Shares or (solely ii) Rule 144 becoming available for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of Shares, without the Warrants 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, upon written request of a Purchaser the Company shall cause Company counsel to issue to the transfer agent for the shares of Common Stock is effective under (the Securities Act, or (B“Transfer Agent”) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel acceptable to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree such Purchaser relating to the removal of all legends such legend. Any fees (with respect to Warrants the Transfer Agent, Company counsel or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance otherwise) associated with the volume limitations and other limitations under Rule 144, subject to issuance of such opinion or the removal of such legend shall be borne by the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the Effective Date, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants or shares of Common StockShares, the Company shall promptly, will no later than three (3) Trading Days following the delivery by Holder a Purchaser to the Warrant Agent Company (with notice to the Company) of a legended certificate representing Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and an opinion of counsel to the extent required by Section 5.3(a) (such Warrants or shares of Common Stockthird (3rd) Trading Day, as applicablethe “Legend Removal Date”), deliver or cause to be delivered to the Holder such Purchaser a certificate representing such Warrants or shares of Common Stock Shares that is free from such legendall restrictive and other legends. In The Company may not make any notation on its records or give instructions to the event any Transfer Agent that enlarge the restrictions on transfer set forth in this Section 5.3(b). Certificates for Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing the Warrants Shares and shares of Common Stock issued upon exercise of the Warrants Warrant Shares shall not be required to contain any legend referenced (including the legend set forth in Sections 2.1, 3.6(eSection 4.1(b) and 3.6(fhereof): (i) (A) following any sale of such Shares or Warrant Shares while a registration statement (solely for including the purposes of this and the immediately following paragraph, such term to include a Registration Statement) other than on Form S-3 or Form S-1 covering the resale of the Warrants such Shares or the shares of Common Stock Warrant Shares is effective under the Securities Act, or (Bii) following any sale of any such Warrants Shares or shares of Common Stock Warrant Shares pursuant to Rule 144144 or 144A, or (Ciii) following receipt if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). At any time that a registration statement (including the Registration Statement) on Form S-1 or Form S-3 covering the resale of Shares or Warrant Shares is effective under the Securities Act, the Company shall deliver to its transfer agent a blanket authorization letter to remove any legend upon the resale of any such Shares or Warrant Shares. The Company shall cause its counsel to issue a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval transfer agent if required by the Company’s transfer agent to effect the removal of appropriate procedures, legends hereunder. The Company agrees at such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any as such legend is no longer required (as provided above) for certain Warrants or shares of Common Stockunder this Section 4.1(c), the Company shall promptlyit will, no later than three Trading Days following the delivery by Holder a Purchaser to the Warrant Agent Company or the Company’s transfer agent of a legended certificate representing Shares or Warrant Shares issued with a restrictive legend (such Warrants or shares of Common Stockthird Trading Day, as applicablethe “Legend Removal Date”), deliver or cause to be delivered to the Holder such Purchaser a certificate representing such Warrants or shares of Common Stock that is free from such legend. In all restrictive and other legends; provided, however that the Legend Removal Date shall be tolled in the event any the Company has not received all of the legends referenced in Sections 2.1, 3.6(e) and documentation required or 3.6(f) are removed from any necessary for delivery of a legal opinion to the Company’s transfer agent to effect the removal of the Warrants legends. The Company may not make any notation on its records or shares give instructions to any transfer agent of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by applicable securities Laws, then the transfer agent of the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in a Purchaser by crediting the replacement account of such legend. Such legend shall thereafter be removed when Purchaser’s prime broker with the Depository Trust Company System or another established clearing corporation performing similar functions as directed by such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing The legend set forth in Section 4.1(b) above shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a certificate (or book entry notation, as applicable) without such legend or any other legend to the holder of the Warrants shall not be required applicable Securities upon which it is stamped or issue to contain any legend referenced in Sections 2.1such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), 3.6(eif (i) and 3.6(f) (A) while a registration statement (solely such Securities are registered for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective 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), (Bii) following any sale of any such Warrants Securities are sold or shares of Common Stock transferred pursuant to Rule 144, or (Ciii) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder such Securities are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to without the Company’s approval of appropriate procedures, such approval not requirement for the Company to be unreasonably withheld, conditioned in compliance with the current public information required under Rule 144 as to such securities and without volume or delayedmanner-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 as to such securities and without volume or manner-of-sale restrictions, the Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions (disregarding for purposes of the legal opinion for clause (ii) hereof whether the Purchaser is an “affiliate” for purposes of Rule 144). 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. Following the Effective Date, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants or shares of Common StockSecurities, the Company shall promptly, will no later than two (2) Trading Days following the delivery by Holder a Purchaser to the Warrant Agent Company (with notice to the Company) of (i) a legended certificate (or book entry notation) representing 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 Warrants Warrant in accordance with its terms or shares (iii) a Notice of Common StockConversion in the manner stated in the Certificate of Designation to effect the conversion of such Preferred Shares in accordance with their terms, as applicableand an opinion of counsel to the extent required by Section 4.1(a) (such second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder such Purchaser a certificate or book entry notations representing such Warrants or shares of Common Stock Securities that is free from such legendall restrictive and other legends. In The Company may not make any notation on its records or give instructions to the event any Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates (or book entry notations) for Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing The restrictive legend set forth in Section 4.1(c) above shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the Warrants shall not be required applicable Shares upon which it is stamped or issue to contain any legend referenced in Sections 2.1such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), 3.6(eif (i) and 3.6(f) (A) while a registration statement (solely such Shares are registered for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective 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 such Purchaser is not aware or has not been notified by the Company that such registration statement has been withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (Biii) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder Shares are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to without the Company’s approval of appropriate procedures, such approval not requirement for the Company to be unreasonably withheld, conditioned in compliance with the current public information required under Rule 144 as to such securities and without volume or delayedmanner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legends from the 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 or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time at which any such as a restrictive legend is no longer required (as provided above) for certain Warrants or shares of Common StockShares, the Company shall promptlywill use its reasonable best efforts to, no later than three (3) Trading Days following the delivery by Holder a Purchaser to the Warrant Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Warrants Shares (endorsed or shares with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of Common Stockcounsel to the extent required by Section 4.1(a), as applicable(such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder such Purchaser a certificate representing such Warrants or shares of Common Stock Shares that is free from such legendall restrictive legends. In The Company may not make any notation on its records or give instructions to the event any Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.1(b) or this Section 4.1(d). Certificates for Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing The legend set forth in Section 4.1(b) above shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a certificate without such legend or any other legend to the holder of the Warrants 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 (provided that, if a Purchaser is selling pursuant to an effective Registration Statement, then such 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 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (A) the Effective Date or (B) Rule 144 becoming available for the resale of such Securities, 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, the Company shall not deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall issue certificates representing the applicable Securities without legend upon receipt by the Transfer Agent of the legended certificates for such Securities. Any fees (with respect to the Transfer Agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities (in which case a Purchaser shall also be required to contain any provide reasonable assurances (in the form of seller and, if applicable, broker representation letters) that a legend referenced is no longer required), the Company will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (1) a legended certificate representing the Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in Sections 2.1form necessary to effect the reissuance and/or transfer thereof), 3.6(eor (2) an Exercise Notice or Exchange Notice (as defined in the Warrants or the Amended Warrant, as applicable) and 3.6(f) (A) while a registration statement (solely for payment of the purposes of this applicable exercise price in the manner stated in the Warrants or the Amended Warrant, if and as applicable, to effect the immediately following paragraph, such term to include a Registration Statement) covering the resale exercise or exchange of the Warrants or the shares of Common Stock is effective under the Securities ActAmended Warrant, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144as applicable, or (C) following receipt of a legal in accordance with its terms, and an opinion of counsel to Holder that provided by, or at the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In additionexpense of, the Company and the Warrant Agent will agree Company, to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer extent required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicableSection 4.1(a), deliver or cause to be delivered to the Holder transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such Warrants or shares of Common Stock Securities that is free from such legendall restrictive and other legends. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the The Company may require not make any notation on its records or give instructions to the Transfer Agent that such legends, as applicable, enlarge the restrictions on transfer set forth in this Section 4.1(c) other than to comply with applicable law. Certificates for the Securities subject to legend removal hereunder may be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant transmitted by the Transfer Agent to an effective registration statement or under Rule 144 and Holder shall cooperate in a Purchaser by crediting the replacement account of such legend. Such legend shall thereafter be removed when Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing In connection with the Warrants written request of a Stockholder, following the expiration of the Lock-up Period, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) 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 shares of Common Stock issued upon exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1which it is stamped, 3.6(eif (i) and 3.6(f) (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective 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 SEC promulgated thereunder, (ii) such shares of Common Stock are sold or transferred pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (“Rule 144”) (but with no volume, current public information or other restrictions or limitations), or (iii) such shares of Common Stock are eligible for sale pursuant to Section 4(a)(1) of the Securities Act or Rule 144 without restrictions. Following the earlier of (A) the effective date of a Registration Statement registering such shares of Common Stock or (B) following any sale Rule 144 becoming available for the resale of any such Warrants or shares of Common Stock without 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 solely to the extent required by the Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in whatever form) and shall cause Company 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 removal of such legend (except for any 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 five (5) Business Days following the delivery by any Stockholder or its permitted transferee to the Company or the transfer agent (with notice to the Company) of a legended certificate (if applicable) representing such shares of Common Stock and, to the extent required, a seller representation letter representing that such shares of Common Stock may be sold pursuant to Rule 144, or (C) following receipt of and a legal opinion of reputable counsel reasonably satisfactory to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree transfer agent solely to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to extent required by the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stock, the Company shall promptly, following the delivery by Holder to the Warrant Agent of a legended certificate representing such Warrants or shares of Common Stock, as applicabletransfer agent, deliver or cause to be delivered to the Holder holder of such Company Equity Interests a certificate representing such Warrants or shares of Common Stock (or evidence of the issuance of such shares of Common Stock in book-entry form) that is free from such legend. In the event any of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such all restrictive legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144.

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants Exchange Shares shall not be required to contain the legend set forth in Section 5(a) above or any legend referenced in Sections 2.1other if such Exchanged Shares are eligible to be sold, 3.6(e) and 3.6(f) assigned or transferred under Rule 144 (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder provided that the remaining Warrants or shares of Common Stock held by Holder provides the Company with reasonable assurances that such Exchange Shares are eligible for resale without volume limitations sale, assignment or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations transfer under Rule 144, subject which shall include an opinion of Holder’s counsel ). If a legend is not required pursuant to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any such legend is no longer required (as provided above) for certain Warrants or shares of Common Stockforegoing, the Company shall promptlyno later than two (2) Business 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 the Holder delivers such legended certificate representing such Exchanged Shares to the Company) following the delivery by the Holder to the Warrant Agent Company or the transfer agent (with notice to the Company) of a legended certificate representing such Warrants Exchanged Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable) 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, as applicable, deliver or cause Stock to which the Holder shall be delivered entitled to the Holder 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, issue and deliver (via reputable overnight courier) to the Holder, a certificate representing such Warrants or shares of Common Stock Exchange Shares that is free from such legend. In all restrictive and other legends, registered in the event any name of the legends referenced in Sections 2.1, 3.6(e) and Holder or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144its designee.

Removal of Legends. Certificates evidencing The legend set forth in Section 5.4 shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a certificate without such legend or any other legend to the holder of the Warrants shall not be required applicable Shares or Underlying Shares upon which it is stamped or issue to contain any legend referenced in Sections 2.1such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), 3.6(eif (i) such Shares or Underlying Shares are registered for resale (provided that the Purchaser agrees to only sell such Shares or Underlying Shares when, and 3.6(f) (A) while a as permitted, by the effective registration statement permitting such resale), (solely for ii) such Shares or Underlying Shares are sold or transferred pursuant to Rule 144 (if the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale transferor is not an affiliate of the Warrants or the shares of Common Stock is effective under the Securities ActCompany), or (Biii) following any sale of any such Warrants Shares or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder Underlying Shares are eligible for resale without volume limitations or other limitations sale under Rule 144144 following the expiration of the one-year holding requirement under subparagraphs (b)(1)(i) and (d) thereof (if the transferor is not an affiliate of the Company). In additionAny fees (with respect to the transfer agent, the Company and the Warrant Agent will agree to counsel or otherwise) associated with the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to such legend shall be borne by the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the date on which the initial Registration Statement required by Section 2 of the Registration Rights Agreement applicable to such Purchaser is first declared effective by the SEC, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants Shares or shares of Common StockUnderlying Shares, the Company shall promptly, will no later than three (3) trading days following the delivery by Holder a Purchaser to the Warrant Agent Company or the transfer agent (with notice to the Company) of (i) a legended certificate representing such Shares or Underlying 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 or shares to effect the exercise of Common Stock, as applicablesuch Warrant in accordance with its terms, deliver or cause to be delivered to such Purchaser or the Holder transferee of such Purchaser, as applicable, a certificate representing such Warrants Shares or shares of Common Stock Underlying Shares that is free from such legendall restrictive and other legends. In Certificates for Shares or Underlying Shares subject to legend removal hereunder may be transmitted by the event any transfer agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser’s prime broker with DTC.

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued upon exercise of the Warrants shall not be required to contain any legend referenced in Sections 2.1, 3.6(e) and 3.6(f) (A) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective under the Securities Act, or (B) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject Subject to the Company’s approval right to request an opinion of appropriate procedurescounsel as set forth in Section 4.1(b), such approval not the legend set forth in Section 4.1(c) above shall be removable and the Company shall issue or cause to be unreasonably withheldissued a certificate without such legend or any other 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 4.1(d), conditioned if (i) such Securities are registered for resale under the Securities Act and the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale (provided that, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or delayedsuspended, and only as permitted by such registration statement), or (ii) such Securities are sold or transferred 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, the Company shall deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing the applicable Preferred Stock or Underlying Shares or issue a certificate representing the applicable Warrant Shares without legend upon receipt by the Transfer Agent of the legended certificates for such Preferred Stock, Underlying Shares or Warrant Shares, as applicable. Any fees (with respect to the Transfer Agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time at which any such as a legend is no longer required (as provided above) for certain Warrants or shares Securities (in which case a Purchaser shall also be required to provide reasonable assurances, in the form of Common Stockseller and, if applicable, broker representation letters), the Company shall promptly, will no later than three Trading Days following the delivery by Holder a Purchaser to the Warrant Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Warrants or shares of Common the Preferred Stock, as applicableUnderlying Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), (ii) a conversion notice to effect the conversion of the Preferred Stock into Underlying Shares in accordance with the terms of the Preferred Stock, or (iii) an exercise notice and 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(b), deliver or cause to be delivered to the Holder transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such Warrants or shares of Common Stock Securities that is free from such legendall restrictive and other legends. In the event any of the legends referenced in Sections 2.1, 3.6(e) and Certificates or 3.6(f) are removed from any of the Warrants or shares of Common book entry statements for Preferred Stock, and thereafter Underlying Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the effectiveness of Transfer Agent to a registration statement covering such Warrants or shares of Common Stock is suspended or Purchaser by crediting the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement account of such legend. Such legend shall thereafter be removed when Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing The legend set forth in Section 4.1(b) above shall be removed and the Warrants and shares of Common Stock issued upon exercise Company shall issue a certificate without such legend or any other legend to the holder of the Warrants shall not be required applicable Shares upon which it is stamped or, at such holder’s option, issue to contain any legend referenced in Sections 2.1such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), 3.6(eif (i) and 3.6(f) (A) while a registration statement (solely such Shares are registered for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock is effective 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 Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (Biii) following any sale of any such Warrants or shares of Common Stock pursuant to Rule 144, or (C) following receipt of a legal opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder Shares are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company and the Warrant Agent will agree to the removal of all legends with respect to Warrants or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to without the Company’s approval of appropriate procedures, such approval not requirement for the Company to be unreasonably withheld, conditioned in compliance with the current public information required under Rule 144 as to such securities and without volume or delayedmanner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Shares, 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, the Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions. 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. Following the Effective Date, or at such earlier time at which any such as a legend is no longer required (as provided abovein which case a Purchaser shall also be required to provide reasonable assurances in the form of seller and, if applicable, broker representation letters) for certain Warrants or shares of Common StockShares, the Company shall promptly, will no later than three (3) Trading Days following the delivery by Holder a Purchaser to the Warrant Agent Company (with notice to the Company) of a legended certificate representing Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and an opinion of counsel to the extent required by Section 4.1(a) (such Warrants or shares of Common Stockthird (3rd) Trading Day, as applicablethe “Legend Removal Date”), deliver or cause to be delivered to such Purchaser or the Holder transferee of such Purchaser, as applicable, a certificate or book entry position representing such Warrants or shares of Common Stock Shares that is free from such legendall restrictive and other legends. In The Company may not make any notation on its records or give instructions to the event any Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the legends referenced in Sections 2.1, 3.6(e) and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering Purchaser’s prime broker with DTC as directed by such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Warrants or shares of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Purchaser.

Removal of Legends. Certificates evidencing the Warrants and shares of Common Stock issued issuable upon exercise the conversion of the Warrants Series A Preferred Stock (the “Underlying Shares”) shall not be required to contain the legend set forth in Section 4(d) above or any other legend referenced in Sections 2.1, 3.6(e) and 3.6(f) (Ai) while a registration statement (solely for the purposes of this and the immediately following paragraph, such term to include a Registration Statement) covering the resale of the Warrants or the shares of Common Stock such securities is effective under the Securities Act, or (Bii) following any sale of any such Warrants or shares of Common Series A Preferred Stock pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Series A Preferred Stock are eligible to be sold, assigned or transferred under Rule 144 and each Holder is not an affiliate of the Company (provided that each Holder provides the Company with reasonable assurances that such Series A Preferred Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of each Holder’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), or (C) following receipt of a legal provided that each Holder provides the Company with an opinion of counsel to Holder that the remaining Warrants or shares of Common Stock held by Holder are eligible for resale without volume limitations or other limitations under Rule 144. In additioneach Holder, the Company and the Warrant Agent will agree in a generally acceptable form, to the removal effect that such sale, assignment or transfer of all legends with respect to Warrants the Series A Preferred Stock (including the Underlying Securities) may be made without registration under the applicable requirements of the Securities Act or shares of Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which any (v) if such legend is no longer not required under applicable requirements of the Securities Act (as provided above) for certain Warrants or shares of Common Stockincluding, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the Company shall promptly, no later than two (2) business days following the delivery by each Holder to the Warrant Agent Company or the transfer agent (with notice to the Company) of a legended certificate representing such Warrants Series A Preferred Stock (including the Underlying 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 each Holder as may be required above in this Section 4(e), as directed by each Holder, 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 StockUnderlying Shares to which each Holder shall be entitled to upon conversion of the such Series A Preferred Stock held by each Holder to each 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, as applicableissue and deliver (via reputable overnight courier) to each Holder, deliver or cause to be delivered to the Holder a certificate representing such Warrants or shares of Common Stock Underlying Shares that is free from such legend. In the event any of the legends referenced in Sections 2.1, 3.6(e) all restrictive and or 3.6(f) are removed from any of the Warrants or shares of Common Stock, and thereafter the effectiveness of a registration statement covering such Warrants or shares of Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that such other legends, as applicable, be placed on any such applicable Warrants or shares of Common Stock that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Holder shall cooperate registered in the replacement name of such legendeach Holder or its designee. Such legend The Company shall thereafter be removed when such Warrants responsible for any transfer agent fees or shares DTC fees with respect to any issuance of Common Stock may again be sold pursuant to an effective registration statement or under Rule 144Underlying Shares in accordance herewith.