Common use of Certain Transfer Restrictions Clause in Contracts

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”

Certain Transfer Restrictions. The Warrants (a) Except as required by paragraph 8 hereof, no Key Holder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and the Warrants whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares constitute (a “restricted securities” as such term is defined Transfer”), until and in Rule 144(a)(3) and may only be disposed of in compliance connection with U.S. federal securities laws and applicable state securities an IPO or “Blue Sky” laws. Without limiting the generality a Sale of the foregoingCompany (“Restricted Period”) without the prior written consent of Investors holding a majority of the outstanding shares of Preferred Stock. After the expiration of the Restricted Period, no Key Holder shall Transfer any interest in any Stockholder Shares, except for pursuant to a transfer to an affiliate of a Buyer Public Sale or a bona fide pledge Sale of the Warrants Company (an “Exempt Transfer”) or the Warrant Sharesprovisions of this paragraph 3. For the avoidance of doubt, the Warrants and the Warrant Shares may Investors shall not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless subject to the provisions of this paragraph 3. (b) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer of Stockholder Shares by a Key Holder (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under subject to compliance by the 1933 ActCompany with paragraph 1E(i)(b) of the Investor Rights Agreement, (ii) a Buyer shall have delivered to the Company an opinion pursuant to a repurchase of counsel reasonably acceptable to Stockholders Shares from a Key Holder by the Company, in Company at a form generally acceptable to the Company, to the effect price no greater than that originally paid by such Warrants or Warrant Key Holder for such Stockholder Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed which is consummated pursuant to an exemption from such registrationagreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 applicable laws of descent and distribution or Rule 144A promulgated under (iv) among such Key Holder’s Family Group (collectively referred to herein as “Permitted Transferees”); provided that such restrictions shall continue to be applicable to the 1933 ActStockholder Shares after any such Transfer and the transferees of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement affecting the Stockholder Shares so transferred as a condition precedent to any such Transfer. For purposes of this Agreement, as applicable“Family Group” means the spouse, descendants (whether natural or adopted), siblings, nieces, nephews or any other relative approved by the Board, or any trust established solely for the benefit of such individual and/or such individual’s spouse, descendants, siblings, nieces, nephews, or other relatives approved by the Board. In furtherance of Notwithstanding the foregoing, except as otherwise provided below no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and elsewhere then disposing of all or any portion of such party’s interest in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until any such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONPermitted Transferee.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”

Certain Transfer Restrictions. (a) The Warrants and the Warrants Shares Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant SharesSecurities, the Warrants and the Warrant Shares Securities may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be SNR Xxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares Securities to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares Securities can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Preferred Shares and the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares or Warrant in the form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing and for the avoidance of doubt, OFFERED FOR SALEall Common Shares (including without limitation all Warrant Shares, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF all Additional Investment Shares, and all Placement Agent Fee Shares, if any) shall be DWAC Shares that are freely tradable by Investor, without restrictive or other legend and without restriction on resale, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise. (Ab) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR At the Closing, the Company shall issue irrevocable instructions to the Transfer Agent in the form attached hereto as Exhibit C (Bthe “Irrevocable Transfer Agent Instructions”) AN EXEMPTION FROM SUCH REGISTRATIONto issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of Investor or its respective nominee(s), for the Securities in such amounts as specified from time to time by Investor to the Company upon delivery of the Common Shares or Preferred Shares (as the case may be). The Company represents, warrants and covenants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5.1(b) will be given by the Company to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent contemplated in this Agreement and the other Transaction Documents. The Company shall take all necessary action to give effect to the foregoing. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5.1(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5.1(b), that Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.”

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, saleNo Other Stockholder shall sell, transfer, assignmentassign, pledge or distribution is subsequently registered under the 1933 Actotherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares, (ii) a Buyer shall have delivered “Transfer”), except pursuant to a Public Sale or a Sale of the Company or, in the case of BofA, a Transfer to the Company Founding Stockholder in the case of a Tendering Event or a BHC Regulatory Problem (an opinion “Exempt Transfer”), or the provisions of counsel reasonably acceptable this paragraph 3. Prior to making any Transfer other than an Exempt Transfer, the Other Stockholder transferring any Stockholder Shares (a “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company, the Investors and the Founding Stockholder. The Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the proposed Transfer. In no event shall any Transfer (other than an Exempt Transfer) of Stockholder Shares pursuant to this paragraph 3 be made by any Other Stockholder for any consideration other than cash payable upon consummation of such Transfer or in installments over time (which may, but does not need to, be evidenced by a form generally acceptable seller note). No Other Stockholder shall consummate any Transfer until 45 days after the Offer Notice has been given to the Company and the Investors and the Founding Stockholder (the “Election Period”), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 45-day period. The date of the first to occur of such events is referred to herein as the “Authorization Date.” (b) The Company may elect to purchase all or any portion of the Transferring Stockholder’s Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Offer Notice by delivering a written notice of such election to such Transferring Stockholder, the Investors and the Founding Stockholder within 15 days after the Offer Notice has been delivered to the Company, . If the Company has not elected to the effect that purchase all of such Warrants or Warrant Transferring Stockholder’s Stockholder Shares to be offered for sale, sold, transferred, assignedeach of the Investors and the Founding Stockholder may elect to purchase all or any portion of the remaining Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Offer Notice by delivering written notice of such election to the Transferring Stockholder within 30 days after the Offer Notice has been given to the Investors and the Founding Stockholder. If more than one Investor or one Investor and the Founding Stockholder elects to purchase such Stockholder Shares, pledged the Stockholder Shares to be sold to such Investors and/or the Founding Stockholder shall be allocated among the Investors and/or the Founding Stockholder pro rata according to the number of Stockholder Shares owned by each such Investor and/or the Founding Stockholder. If the Company, the Investors and the Founding Stockholder have not elected to purchase all of such Transferring Stockholder’s Stockholder Shares specified in the Offer Notice, such Transferring Stockholder may Transfer the Stockholder Shares specified in the Offer Notice for which no purchase election has been made at a price and on terms no more favorable to the transferee(s) thereof than specified in the Offer Notice during the 60-day period immediately following the Authorization Date. Any Transferring Stockholder’s Stockholder Shares not transferred within such 60-day period shall be subject to the provisions of this paragraph 3(b) upon subsequent Transfer. If any of the Company, the Investors or otherwise distributed the Founding Stockholder have elected to purchase any Stockholder Shares hereunder, the Transfer of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. The Investors may be offered for sale, sold, transferred, assigned, pledged assign all or otherwise distributed any portion of their repurchase rights under this paragraph 3(b) to one or more of their affiliated investment funds. (c) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer of Stockholder Shares by an Other Stockholder to any Affiliate of such Other Stockholder or any Transfer of Stockholder Shares by an Other Stockholder that is an individual (i) pursuant to an exemption from such registration, applicable laws of descent and distribution or (iiiii) among such Warrants Other Stockholder’s Family Group (collectively referred to herein as “Permitted Transferees”); provided that such restrictions shall continue to be applicable to the Stockholder Shares after any such Transfer and the transferees of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement affecting the Stockholder Shares so transferred as a condition precedent to any such Transfer. For purposes of this Agreement, “Family Group” means an individual’s siblings, spouse and their descendants (whether natural or Warrant Shares can be offered adopted) or any trust established solely for salethe benefit of such individual and/or such individual’s siblings, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicablespouse and/or their descendants. In furtherance of Notwithstanding the foregoing, except as otherwise provided below no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and elsewhere then disposing of all or any portion of such party’s interest in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until any such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONPermitted Transferee.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”

Certain Transfer Restrictions. (a) The Warrants and the Warrants Preferred Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant Preferred Shares, the Warrants and the Warrant Preferred Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be SNR Dxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Preferred Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Preferred Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Preferred Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares in the form and substance reasonably satisfactory to the Company. Certificates and any other instruments evidencing the Warrant and the Common Shares shall not bear any restrictive or other legend. (b) At the Closing, OFFERED FOR SALEthe Company shall issue irrevocable instructions to the Transfer Agent in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF registered in the name of Investor or its respective nominee(s), for the Securities in such amounts as specified from time to time by Investor to the Company upon delivery of the Common Shares or Preferred Shares (Aas the case may be). The Company represents, warrants and covenants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5.1(b) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR will be given by the Company to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent contemplated in this Agreement and the other Transaction Documents. The Company shall take all necessary action to give effect to the foregoing. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5.1(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5.1(b), that Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Any fees (Bwith respect to the transfer agent, counsel to the Company or otherwise) AN EXEMPTION FROM SUCH REGISTRATIONassociated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.”

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, however, that, with respect to clause (i) of this sentence, (X) contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” The applicable Warrant shall bear substantially (b) Notwithstanding the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933provisions of clause (Y) of the proviso in Section 3(a) above, AS AMENDEDthe Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLDin either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, OFFERED FOR SALEtogether with any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred by the Other Standby Purchasers pursuant to Section 3(b) of the Other Standby Purchase Commitments, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”being

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, however, that, with respect to clause (i) of this sentence, (X) contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” The applicable Warrant shall bear substantially (b) Notwithstanding the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933provisions of clause (Y) of the proviso in Section 3(a) above, AS AMENDEDthe Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLDin either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”together with any Rights so transferred and any Rights distributed

Certain Transfer Restrictions. (a) The Warrants and the Warrants Preferred Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant Preferred Shares, the Warrants and the Warrant Preferred Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be Xxxxxxxxx Xxxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Preferred Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Preferred Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Preferred Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares in the form and substance reasonably satisfactory to the Company. Certificates and any other instruments evidencing the Warrant and the Common Shares shall not bear any restrictive or other legend. (b) At the Closing, OFFERED FOR SALEthe Company shall issue irrevocable instructions to the Transfer Agent in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF registered in the name of Investor or its respective nominee(s), for the Securities in such amounts as specified from time to time by Investor to the Company upon delivery of the Common Shares or Preferred Shares (Aas the case may be). The Company represents, warrants and covenants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5.1(b) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR will be given by the Company to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent contemplated in this Agreement and the other Transaction Documents. The Company shall take all necessary action to give effect to the foregoing. Any fees (Bwith respect to the transfer agent, counsel to the Company or otherwise) AN EXEMPTION FROM SUCH REGISTRATIONassociated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.”

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, however, that, with respect to clause (i) of this sentence, (X) contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” (b) Notwithstanding the provisions of clause (y) of the proviso in Section 3(a) above, the Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, in either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, together with any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred by the Other Standby Purchasers pursuant to Section 3(b) of the Other Standby Purchase Commitments, being referred to herein collectively as "Untracked Rights"). Any Rights that remain unexercised upon expiration thereof will be deemed to be "Section 3(b) Rights" up to, but not exceeding, the amount of Untracked Rights. The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”Section 3

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, saleNo Other Stockholder shall sell, transfer, assignmentassign, pledge or distribution is subsequently registered under the 1933 Actotherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares, (ii) a Buyer shall have delivered "TRANSFER"), except pursuant to a Public Sale or a Sale of the Company (an "EXEMPT TRANSFER"), or a sale of Stockholder Shares to the Company pursuant to the terms of the Restricted Stock Agreement (but subject to the provisions of paragraph 3(f) below), or the provisions of this paragraph 3. Prior to making any Transfer (which for purposes of this paragraph 3 shall include any Transfer by any Other Stockholder pursuant to and otherwise permitted by any of the Restricted Stock Agreements, the Investor Rights Agreement and/or any Option Grant Agreement to which such Other Stockholder is a party) other than an opinion of counsel reasonably acceptable Exempt Transfer, the Other Stockholder transferring any Stockholder Shares (a "TRANSFERRING STOCKHOLDER") shall deliver a written notice (a "SALE NOTICE") to the Company, the Investors and the Designated Other Stockholders. The Sale Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the proposed Transfer. In no event shall any Transfer (other than an Exempt Transfer) of Stockholder Shares pursuant to this paragraph 3 be made by any Other Stockholder for any consideration other than cash payable upon consummation of such Transfer or in installments over time. No Other Stockholder shall consummate any Transfer until 30 days after the Sale Notice has been given to the Company and the Investors and the Designated Other Stockholders (the "ELECTION PERIOD"), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 30-day period. The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE." (b) The Company may elect to purchase all or any portion of the Transferring Stockholder's Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a form generally acceptable written notice of such election to such Transferring Stockholder, the Investors and the Designated Other Stockholders within 15 days after the Sale Notice has been delivered to the Company, . If the Company has not elected to the effect that purchase all of such Warrants or Warrant Transferring Stockholder's Stockholder Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance each of the foregoingInvestors and the Designated Other Stockholders may elect to purchase all or any portion of the remaining Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to the Transferring Stockholder within 20 days after the Sale Notice has been given to the Investors and the Designated Other Stockholders. If more than one Investor or Designated Other Stockholder elects to purchase such Stockholder Shares, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Stockholder Shares shall bear a legend which to be sold to such Investors and/or Designated Other Stockholders shall be allocated (i) among the Investors pro rata according to the number of Stockholder Shares owned by each such Investor in substantially an aggregate amount equal to the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF lesser of (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR one-third of the aggregate Stockholder Shares to be transferred, and (B) AN EXEMPTION FROM SUCH REGISTRATIONthe collective percentage ownership of outstanding Common Stock (including shares of Common Stock issuable upon conversion of the Series A Preferred) of all Investors, and (ii) among the Designated Other Stockholders pro rata according to the number of Stockholder Shares owned by each such Designated Other Stockholder in an amount equal to all of the Stockholder Shares to be transferred other than those allocated to the Investors pursuant to clause (i) immediately above. If the Company, the Investors and the Designated Other Stockholders have not elected to purchase all of such Transferring Stockholder's Stockholder Shares specified in the Sale Notice, such Transferring Stockholder may Transfer the Stockholder Shares specified in the Sale Notice for which no purchase election has been made at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice (subject to the provisions of paragraph 3(c) below) during the 60-day period immediately following the Authorization Date. Any Transferring Stockholder's Stockholder Shares not transferred within such 60-day period shall be subject to the provisions of this paragraph 3(b) upon subsequent Transfer. If any of the Company, the Investors or the Designated Other Stockholders have elected to purchase any Stockholder Shares hereunder, the Transfer of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. The Investors may assign all or any portion of their repurchase rights under this paragraph 3(b) to one or more of their affiliated investment funds.” (c) Notwithstanding anything to the contrary herein, the Investors may elect to participate in any contemplated Transfer by delivering written notice to such Transferring Stockholder and the Company within 30 days after receipt by such Investor of the Sale Notice. If any Investors have elected to participate in such sale, the Transferring Stockholder and the electing Investors shall be entitled to sell in the contemplated sale (including any sale to the Company or any other Stockholders pursuant to paragraph 3(b) above) at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and all electing Investors and (ii) the number of Stockholder Shares to be sold in the contemplated sale. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares, and if the Transferring Stockholder was at such time the owner of 30% of all Stockholder Shares and if one Investor elected to participate and such Investor owned 20% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 60 Stockholder Shares (30% DIVIDED BY 50% x 100 Stockholder Shares) and the Investor would be entitled to sell 40 Stockholder Shares (20% DIVIDED BY 50% x 100 Stockholder Shares). The Transferring Stockholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer and shall not Transfer any Stockholder Shares to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Investors. (d) The restrictions contained in this paragraph 3 shall not apply with respect to (i) any pledge by any Other Stockholder of up to 30% of the value of such Other Stockholder's Stockholder Shares (as determined by the Board at the time of such loan transaction) in support of a bona fide loan transaction for such Other Stockholder's benefit (E.G., an Other Stockholder with Stockholder Shares valued at $10,000,000 at the time of such loan transaction may pledge all of such shares as collateral security for a loan of up to $3,000,000) so long as, as a condition to any such pledge, the third party lender agrees to grant the Company, the Investors and the Designated Other Stockholders the right (in accordance with the provisions of paragraph 3(b) above) to repurchase any such Stockholder Shares upon any default or foreclosure in respect thereof by the applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”lender on terms and conditions satisfactory to the

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares ----------------------------- Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, -------- however, that, with respect to clause (i) of this sentence, (X) ------- contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” (b) Notwithstanding the provisions of clause (Y) of the proviso in Section 3(a) above, the Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, in either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, together with any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred by the Other Standby Purchasers pursuant to Section 3(b) of the Other Standby Purchase Commitments, being referred to herein collectively as "Untracked Rights"). Any Rights that remain unexercised upon expiration thereof will be deemed to be "Section 3(b) Rights" up to, but not exceeding, the amount of Untracked Rights. The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”Section 3

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, however, that, with respect to clause (i) of this sentence, (X) contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” (b) Notwithstanding the provisions of clause (Y) of the proviso in Section 3(a) above, the Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, in either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, together with any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred by the Other Standby Purchasers pursuant to Section 3(b) of the Other Standby Purchase Commitments, being referred to herein collectively as "Untracked Rights"). Any Rights that remain unexercised upon expiration thereof will be deemed to be "Section 3(b) Rights" up to, but not exceeding, the amount of Untracked Rights. The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”Section 3

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer Subject to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant SharesSection 12 below, the Warrants and the Warrant Shares ----------------------------- Standby Purchaser may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge sell or distribution is subsequently registered under otherwise transfer any or all of (A) the 1933 Act, Rights distributed to it in accordance with the Plan or (B) Unsecured Claims in respect of which Rights are to be distributed or (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged purchase or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF acquire (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR Rights distributed to others in accordance with the Plan or (B) AN EXEMPTION FROM SUCH REGISTRATIONUnsecured Claims in respect of which Rights are to be distributed; provided, -------- however, that, with respect to clause (i) of this sentence, (X) ------- contemporaneously with the consummation of any such sale or other transfer of Rights or Unsecured Claims, the Standby Purchaser will notify Arch and MobileMedia of the occurrence thereof and (Y) the Standby Purchaser will not consummate any such sale or other transfer unless the transferee or transferees of such Rights or Unsecured Claims shall have entered into a written agreement (a "Tracking Agreement") (I) to notify the Standby Purchaser, Arch and MobileMedia of any subsequent transfer by it of such Rights or Unsecured Claims or any Rights distributed to it in respect of such Unsecured Claims and (II) not to sell or otherwise transfer such Rights or Unsecured Claims or Rights distributed to it in respect of such Unsecured Claims, unless its transferee or transferees shall agree in writing to be bound in the same manner provided in this clause (Y) with respect to any subsequent transfer by it.” (b) Notwithstanding the provisions of clause (y) of the proviso in Section 3(a) above, the Standby Purchaser may elect to sell or otherwise transfer (i) any or all of the Rights distributed to it in accordance with the Plan or (ii) Unsecured Claims in respect of which Rights are to be so distributed, in either case without entering into a Tracking Agreement with its transferee or transferees (any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred, together with any Rights so transferred and any Rights distributed in respect of Allowed Claims so transferred by the Other Standby Purchasers pursuant to Section 3(b) of the Other Standby Purchase Commitments, being referred to herein collectively as "Untracked Rights"). Any Rights that remain unexercised upon expiration thereof will be deemed to be "Section 3(b) Rights" up to, but not exceeding, the amount of Untracked Rights. The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”Section 3

Certain Transfer Restrictions. (a) The Warrants and the Warrants Shares Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant SharesSecurities, the Warrants and the Warrant Shares Securities may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be Xxxxxxxxx Xxxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares Securities to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares Securities can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance Infurtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Preferred Shares and the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares or Warrant in the form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing and for the avoidance of doubt, OFFERED FOR SALEall Common Shares (including without limitation all Warrant Shares, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF all Additional Investment Shares, and all Commitment Fee Shares, if any) shall be DWAC Shares that are freely tradable by Investor, without restrictive or other legend and without restriction on resale, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise. (Ab) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR At the Closing, the Company shall issue irrevocable instructions to the Transfer Agent in the form attached hereto as Exhibit C (Bthe “Irrevocable Transfer Agent Instructions”) AN EXEMPTION FROM SUCH REGISTRATIONto issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of Investor or its respective nominee(s), for the Securities in such amounts as specified from time to time by Investor to the Company upon delivery of the Common Shares or Preferred Shares (as the case may be). The Company represents, warrants and covenants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5.1(b) will be given by the Company to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent contemplated in this Agreement and the other Transaction Documents. The Company shall take all necessary action to give effect to the foregoing. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5.1(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5.1(b), that Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.”