Common use of ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND Clause in Contracts

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor or its counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided that in connection with any such event, the Investor shall confirm in writing to the Transfer Agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party. In addition to the obligation of the Transfer Agent set forth in the preceding paragraph to issue certificates representing the Common Stock not bearing the Legend, at any time upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided that in connection with such request the Investor (or permitted assignee) shall represent that (i) it has a bona fide intention to dispose of such Common Stock pursuant to Rule 144 under the Securities Act or is otherwise permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall be entitled to receive an opinion of counsel to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company) shall be entitled to receive freely tradeable securities.

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor (i) under the Agreement and (ii) upon exercise of the WarrantsAgreement. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor delivering broker certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor or its counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not then effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) ), upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor delivering broker the 2 certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor such broker shall request, provided that that, in connection with any such event, the Investor delivering broker (or its permitted assignee) shall confirm in writing to the Transfer Agent and the Company that it (i) the Investor has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party. In addition to the obligation of the Transfer Agent set forth in the preceding paragraph to issue certificates representing the Common Stock not bearing the Legend, at any time upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided designated transferee that in connection with such request the Investor (or permitted assignee) shall represent that (i) it has a bona fide intention to dispose of such Common Stock pursuant to Rule 144 under the Securities Act or is otherwise permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall be entitled to receive an opinion of counsel to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company; and (ii) shall the delivering broker has complied with the prospectus delivery requirements under the Securities Act of 1933, as amended. Any advice, notice or instructions to the Transfer Agent required or permitted to be entitled given hereunder may be transmitted via facsimile to receive freely tradeable securitiesthe Transfer Agent's facsimile number of (303) 234- 5340.

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor (i) under the Agreement and (ii) upon exercise of the WarrantsAgreement. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor or its counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates 51 Kingsbridge Capital Limited Page 2 [DATE] free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided that that, in connection with any such event, if so requested by the Transfer Agent, the Investor (or its permitted assignee) shall confirm in writing to the Transfer Agent that (i) the Investor confirms to the Transfer Agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party. In addition to the obligation of the Transfer Agent set forth in the preceding paragraph to issue certificates representing the Common Stock not bearing the Legend, at any time upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided designated transferee that in connection with such request the Investor (or permitted assignee) shall represent that (i) it has a bona fide intention to dispose of such Common Stock pursuant to Rule 144 under the Securities Act or is otherwise permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall be entitled to receive an opinion of counsel to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company; and (ii) shall the Investor confirms to the transfer agent that the Investor has complied with the prospectus delivery requirements under the Securities Act of 1933, as amended. Any advice, notice or instructions to the Transfer Agent required or permitted to be entitled given hereunder may be transmitted via facsimile to receive freely tradeable securitiesthe Transfer Agent's facsimile number of (___)-___-____.

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor Investors or its counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor the Investors certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor Investors shall request. In the event a registration statement is not filed by the Company, provided that in connection with or for any such eventreason the registration statement which is filed by the Company is not declared effective by the Commission the Investors or its permitted assignee, the Investor shall confirm in writing or their legal counsel confirms to the Transfer Agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such (i) the Investors have held the shares of Common Stock in a bona fide transaction to a third party. In addition (or the Warrants) for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the obligation Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the Transfer Agent set forth in total number of outstanding shares of Common Stock or (b) the preceding paragraph to issue certificates representing average weekly trading volume of the Common Stock not bearing for the Legend, at any time preceding four weeks during the three months ending upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided that in connection with such request the Investor delivery date (or permitted assigneethe Trading Day immediately following if such date is not a Trading Day), and (iii) shall represent that (i) it the Investors has a bona fide intention to dispose complied with the manner of such Common Stock pursuant to sale and notice requirements of Rule 144 under the Securities Act Act, and the Company shall give an opinion to the extent available, authorizing the removal of the Legend. Any advise, notice, or is otherwise instructions to the Transfer Agent required or permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall given hereunder may be entitled to receive an opinion of counsel transmitted via facsimile to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company) shall be entitled to receive freely tradeable securities.Transfer Agent's facsimile number of:

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor Investors, Settondown and GGR, (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor Investors, Settondown and/or GGR, certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor Investors, Settondown, and/or GGR, or its their counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor Investors, Settondown and/or GGR, the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor Investors shall request, provided that . In the event the Company files a Form S-3 registration statement and such registration statement is declared effective by the Securities and Exchange Commission in connection with any such event, the Investor Investors, Settondown and/or GGR, (or their permitted assigns) shall confirm in writing to the Transfer Agent that it (i) the Investors, Settondown and/or GGR, has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party. In addition to the obligation of the Transfer Agent set forth in the preceding paragraph to issue certificates representing the Common Stock not bearing the Legend, at any time upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided party that in connection with such request the Investor (or permitted assignee) shall represent that (i) it has a bona fide intention to dispose of such Common Stock pursuant to Rule 144 under the Securities Act or is otherwise permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall be entitled to receive an opinion of counsel to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company; and (ii) shall the Investors, Settondown and/or GGR, confirms to the transfer agent that the Investors, Settondown and/or GGR, has complied with the prospectus delivery requirement. In the event the Company files a registration statement other than on Form S-3, which is subsequently declared effective by the Securities and Exchange Commission, the Investors, Settondown and/or GGR, need not confirm the above in writing to the Transfer Agent. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, Settondown and/or GGR, or their permitted assigns, or either of their brokers confirms to the Transfer Agent that (i) the Investors, Settondown and/or GGR, has held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be entitled delivered to receive freely tradeable securitiesthe Investors, Settondown and/or GGR, (or the Trading Day immediately following if such date is not a Trading Day), the Investors, Settondown and/or GGR, will not have sold more than the greater of (a) one percent (1%) of the total number of outstanding shares of Common Stock or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investors, Settondown and/or GGR, has complied with the manner of sale and notice requirements of Rule 144 under the Securities Act. Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of (000) 000-0000.

ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND. Pursuant to the Agreement, the Company is required to prepare and file with the CommissionSEC, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investor (i) Investors under the Agreement and (ii) upon exercise of the WarrantsAgreement. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following two paragraphs, the Transfer Agent shall deliver to the Investor Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor Investor(s) or its counsel or any other party (other than as described in such paragraphs). 51 At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) (i) incident to any Closing (whether on the Closing Date or thereafter as a result of an increase in the number of shares of Common Stock issuable in respect of such Closing in accordance with the Agreement) or other issuance of shares of Common Stock; (ii) incident to the exercise of any Warrant; or (iii) upon any surrender of one or more certificates evidencing Common Stock which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, the Transfer Agent shall deliver to the Investor Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investor Investor(s) shall request, provided that . In the event the Company files a Form S-3 registration statement and such registration statement is declared effective by the SEC in connection with any such event, the Investor Investor(s) (or its permitted assignee) shall confirm in writing to the Transfer Agent that it (i) the Investor(s) has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party. In addition to the obligation of the Transfer Agent set forth in the preceding paragraph to issue certificates representing the Common Stock not bearing the Legend, at any time upon surrender of one or more certificates evidencing Common Stock which bear the Legend which certificates are accompanied by a request to issuance new certificates not bearing the Legend to replace those surrendered, the Transfer Agent shall deliver certificates evidencing Common Stock not bearing the Legend, in such names and denominations as the Investor shall request, provided party that in connection with such request the Investor (or permitted assignee) shall represent that (i) it has a bona fide intention to dispose of such Common Stock pursuant to Rule 144 under the Securities Act or is otherwise permitted to dispose thereof with limitation as to amount of manner of sale pursuant to Rule 144(k) under the Securities Act; or (ii) it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a manner other than pursuant to an effective registration statement to a transferee who will upon such transfer be entitled to freely tradeable securities; provided that in connection with the event described in clause (i), the transfer agent shall be entitled to receive an opinion of counsel to the Investor that in such circumstances the Legend may be removed and that the transferee (provided that it is not an affiliate of the Company; and (ii) shall the Investor(s) confirm(s) to the transfer agent that the Investor(s) has complied with the prospectus delivery requirement. In the event the Company files a registration statement other than on Form S-3, which is subsequently declared effective by the SEC, the Investors need not confirm the above in writing to the Transfer Agent. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the SEC the Investor(s), or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investor(s) has(ve) held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be entitled delivered to receive freely tradeable securitiesthe Investor(s) (or the Trading Day immediately following if such date is not a Trading Day), the Investor(s) will not have sold more than the greater of (a) one percent (1%) of the total number of outstanding shares of Common Stock or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investor(s) has(ve) complied with the manner of sale and notice requirements of Rule 144 under the Securities Act. Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of (___) ___-____.