Common use of Legend Removal Clause in Contracts

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144144 (in the case of a non-Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Conversion Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Conversion Shares and Warrant Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised exercised, or Shares are converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Warrant Shares or Conversion Shares, as applicable, or if such Underlying Warrant Shares or Conversion Shares, as applicable, may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Warrant Shares or Conversion Shares, as applicable, shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder; provided that the holder of the restricted shares reasonably cooperates with counsel for the Company in providing information for the preparation and issuance of the legal opinion to review the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares Registrable Securities shall not contain any legend (“Unlegended Shares”) (including the legend legends set forth in Section 4.1(b9(b) hereof): (i) required under the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iviii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of any agency or Trading Market (as defined in the CommissionCertificate of Designations) with regard to applicable law). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes the Shares are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying SharesRegistrable Securities, or if such Underlying Shares Registrable Securities may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares Registrable Securities shall be issued free of all United States legends. The Company agrees that following such time as all such legend is legends are no longer required under this Section 4.1(d9(d), it will, no later than five (5) Trading Days following the delivery by the such Purchaser to the Company or the Transfer Agent of a certificate representing Underlying SharesRegistrable Securities, as applicable, issued with a restrictive legend (such fifth (5th) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.19. Certificates for Underlying Shares Registrable Securities subject to legend removal hereunder shall shall, if possible, be transmitted by the Transfer Agent to the such Purchaser by crediting the account of the such Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend legends set forth in Section 4.1(b) hereof): (i) stipulated in NI 45-102 as of the date which falls four months and one day from the date of issuance of the Convertible Debenture; (ii) required under the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionany agency or Trading Market with regard to Applicable Law). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are the Convertible Debenture is converted or any portion of a Warrant is the Warrants are exercised (i) on or after such day which falls four months and one day from the date of issuance of the Convertible Debenture, then such Underlying Shares shall be issued free of all Canadian legends; or (ii) at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all United States legends. The Company agrees that following such time as all such legend is legends are no longer required under this Section 4.1(d), it will, no later than five (5) Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall shall, if possible, be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such the Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not be required to contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a any registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel or other counsel reasonably acceptable to Purchaser to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading DaysDays after delivery by Purchaser of such unlegended Share certificate). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. (a) Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b5.10(a) hereof): : (i) while following a sale of such Shares pursuant to a registration statement covering the resale of such security Shares, while such registration statement is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company . (b) Certificates evidencing the Shares shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of not contain the legend hereunder. If all or any Notes are converted or any portion set forth in Section 5.10(b) hereof following: (i) a sale of such Shares pursuant to a Warrant is exercised at a time when there is an effective registration statement to cover covering the resale of the corresponding Underlying such Shares, or if while such Underlying registration statement is effective under the Securities Act, (ii) any sale of such Shares may be sold under pursuant to Rule 144 or if such legend is not otherwise required under applicable requirements (iii) the expiration of the Securities Act Standstill Term (including judicial interpretations as defined in the Investor Agreement), the Lock-Up Term (as defined in the Investor Agreement) and pronouncements issued by the staff Voting Agreement Term (as defined in the Investor Agreement); provided that any transfer described in clause (i) or (ii) above shall have been in compliance with all applicable provisions of the CommissionInvestor Agreement. (c) then such Underlying Shares shall be issued free of all legends. The Company agrees that following at such time as such any legend set forth in Section 5.10 hereof is no longer required under this Section 4.1(d)10.4, it the Company will, no later than five Trading three (3) Business Days following the delivery by the Purchaser Investor to the Company or notice by the Investor to the Company of delivery by the Investor to the Transfer Agent of a certificate representing Underlying Shares, as applicable, Shares issued with a restrictive such legend (such fifth Trading Day, together with any legal opinion required by the “Legend Removal Date”Transfer Agent), deliver or cause to be delivered to such Purchaser the Investor a certificate representing such shares Shares that is free from all restrictive and other legends (howeversuch legend, or, in the Corporation shall use reasonable best efforts to deliver event that such shares within three (3) Trading Days)are uncertificated, remove any such legend in the Company’s stock records. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser5.10 hereof.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes Preferred Shares are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing The Company shall cause any Common Stock issued to a Holder pursuant to the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a BCA that is covered for resale by an effective registration statement covering with the resale of Commission to be issued without any restrictive legends due to the fact that such security is effective Common Stock was issued in a transaction that was not a registered offering under the Securities ActAct and, if requested by any Holder, cause to be delivered to the Holder such Common Stock by crediting the account of the Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian (iiDWAC) following any sale of system, in each case, free from such Underlying Shares pursuant to Rule 144, restrictive legends and stop transfer instructions (iiior similar notations) if such Underlying Shares are eligible for sale under Rule 144, and without the requirement for any Holder to deliver any documentation affixed with a medallion guarantee. To the extent any Registrable Securities do bear any other restrictive legend at any time, the Company shall cause such restrictive legends related to the book-entry account holding any Holder’s Registrable Securities (or certificates related thereto) to be in compliance with the current public information required under Rule 144 as removed (and such Registrable Securities shall not be subject to such Underlying Shares any stop-transfer instructions), and without volume or manner-of-sale restrictions or (iv) the requirement for any Holder to deliver any documentation affixed with a medallion guarantee if such legend is not required Registrable Securities are registered for resale under applicable requirements of the Securities Act (including judicial interpretations provided that, such Holder agrees that if a Holder is selling pursuant to the effective registration statement registering the Registrable Securities for resale, it shall only sell such Registrable Securities under such registration statement, during such time that such registration statement is effective and pronouncements issued not withdrawn or suspended, and only as permitted by the staff of the Commissionsuch registration statement and such Holder provides customary documentation in support thereof). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions applyagrees that, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d)the foregoing conditions are met, it will, no later than five the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the Purchaser Holder to the Company or the Transfer Agent transfer agent for the Registrable Securities of a book-entry account or certificate representing Underlying Shares, as applicable, Registrable Securities issued with a restrictive legend (legend, deliver or cause the transfer agent to deliver to the Holder a book-entry account or certificate representing such fifth Trading DayRegistrable Securities or, at the “Legend Removal Date”)request of the Holder, deliver or cause to be delivered the Registrable Securities to such Purchaser a certificate representing such shares that is the Holder by crediting the account of the Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive and other legends and stop transfer instructions (or similar notations). Each Holder shall have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity, including a decree of specific performance and/or injunctive relief, with respect to the Company’s failure to timely deliver Registrable Securities without legend as required pursuant to the terms hereof. For purposes hereof, “Trading Day” means any day on which the Registrable Securities are traded for any period on Nasdaq or, if Nasdaq is not the principal trading market for the Registrable Securities, on the principal trading market or other securities exchange or market on which the Registrable Securities then being traded; provided, however, that during any period in which the Corporation Registrable Securities not listed or quoted on Nasdaq or any other securities exchange or market, the term “Trading Day” shall use reasonable best efforts to deliver such shares within three (3) mean a business day, and “Standard Settlement Period” means, as of any date, the standard settlement period for equity trades effected on securities exchanges in the United States, expressed in a number of Trading Days). The Company may not make any notation , as in effect on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserdate.

Legend Removal. Certificates evidencing the Incentive Shares and Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Incentive Shares and Underlying Shares pursuant to Rule 144, (iii) if such Incentive Shares and Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Incentive Shares and Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Incentive Shares and Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Incentive Shares and Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Incentive Shares and Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Incentive Shares and Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the sale to the Purchasers or a resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if hereunderIf such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates (or electronic versions thereof to the extent the Shares are held in book-entry form) evidencing the Underlying Shares shall not contain any legend legend: (“Unlegended Shares”i) following any sale of the Shares pursuant to Rule 144 or any resale of the Shares pursuant to a registration statement (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities ActRegistration Statement), (ii) following any sale the six-month anniversary of such Underlying Shares pursuant to Rule 144, (iii) the Closing Date if such Underlying the Shares are eligible for sale under Rule 144, 144 without the requirement for volume or manner-of-sale restrictions and as of such date the Company to be is in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions the Shares, or (iviii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) (each such event being a “Legend Removal Qualification Event”). The Upon request, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent during Agent, if required by the time Transfer Agent, promptly after a Legend Removal Qualification Event and the delivery to the Company or the Company’s counsel of any reasonable certifications requested by the Company or the Company’s counsel in connection with the issuance of the aforedescribed conditions apply, such opinion to effect the removal of the legend hereunderhereunder with respect to any qualifying Shares. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is Following an effective registration statement to cover applicable Legend Removal Qualification Event, the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, will no later than five Trading Days three (3) trading days following the delivery by the Purchaser a Holder to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Underlying Sharesthe Shares (endorsed or with stock powers attached, as applicablesignatures guaranteed, issued with and otherwise in form necessary to affect the reissuance and/or transfer) or an electronic version thereof (to the extent the Shares are held in book-entry form) and any reasonable certifications from the Holder requested by the Company or the Company’s counsel in order to effectuate a restrictive legend (such fifth Trading Day, the “Legend Removal Date”)removal, deliver or cause to be delivered to such Purchaser Holder a certificate representing such shares Shares that is free from all restrictive and other legends (howeveror to the extent the Shares are held in book-entry form, effect the removal of restrictive and other legends on such Shares held by the Depository Trust Company). In addition, promptly upon request of a Holder, the Corporation Company shall use cause its counsel to promptly, but in no event later than two (2) trading days after such request and the delivery to the Company or the Company’s counsel of any reasonable best efforts certifications requested by the Company or the Company’s counsel, issue a legal opinion to deliver the Transfer Agent at any time after the six month anniversary of the Closing Date if required by the Transfer Agent to transfer any of the Shares, which legal opinion shall provide that a Holder may transfer any of the Shares free of restriction during the 10 trading days following the date of such shares within three (3) Trading Days)legal opinion and that the transferee thereof shall receive the Shares free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1Agreement. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Holder by crediting the account of the PurchaserHolder’s prime broker with the Depository Trust Company System as directed by such PurchaserHolder if the Company is then a participant in such system.

Legend Removal. Certificates evidencing If the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including Forward Purchase Securities and the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering securities issuable upon exercise of the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares Forward Purchase Warrants are eligible for sale under Rule 144to be sold without restriction under, and without the requirement for the Company to be being in compliance with the current public information required under requirements of, Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act of 1933, as amended (including judicial interpretations and pronouncements issued by the staff of the Commission“Securities Act”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover covering the resale of the corresponding Underlying Shares, or Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants (and any Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants only in accordance with the plan of distribution contained in such registration statement and only if such Underlying Shares may be sold under Rule 144 or if Purchaser has not been informed that the prospectus in such legend registration statement is not otherwise required under applicable requirements of current or the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend registration statement is no longer required under this Section 4.1(deffective), it willthen at any Purchaser’s request, no later than five Trading Days following the delivery Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b). In connection therewith, if required by the Purchaser to Company’s transfer agent, the Company or the Transfer Agent will promptly cause an opinion of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Purchaser a certificate representing Forward Purchase Securities and securities issuable upon exercise of the Forward Purchase Warrants without any such shares that is free from all restrictive and other legends (howeverlegend; provided that, notwithstanding the foregoing, the Corporation shall use reasonable best efforts Company will not be required to deliver any such shares within three (3) Trading Days). The Company may not make any notation on its records opinion, authorization, certificate or give instructions to the Transfer Agent direction if it reasonably believes that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with legend could result in or facilitate transfers of Forward Purchase Securities and securities issuable upon exercise of the Depository Trust Company System as directed by such PurchaserForward Purchase Warrants in violation of applicable law.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder; provided that the holder of the restricted shares reasonably cooperates with counsel for the Company in providing information for the preparation and issuance of the legal opinion to review the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares and the Warrant Shares shall not be required to contain any restrictive legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b3.4(a) hereofof this Agreement): (i) while a registration statement (including the Registration Statement) covering the resale of such security securities is effective under the Securities Act, provided that the holder thereof covenants that in connection with each sale of such securities, a copy of the final prospectus that forms a part of such registration statement will be delivered in accordance with the provisions of Section 5(b)(2) of the Securities Act, and the rules and regulations promulgated thereunder; (ii) following any sale of such Underlying Shares securities pursuant to Rule 144, 144 under the Securities Act in the opinion of counsel to the Company; (iii) if such Underlying Shares securities are eligible for sale under Rule 144, without 144(k) under the requirement for Securities Act in the Company opinion of counsel to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions Company; or (iv) if such legend is not required under applicable requirements law, or, in the opinion of the Company’s counsel, in accordance with Rule 502(d) under the Securities Act (including judicial Act, or other interpretations and pronouncements issued by the staff of the Commission). The Upon request of the holder, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, Company’s transfer agent promptly to effect the removal of such legend pursuant to the legend hereunderforegoing sentence. If all or any Notes are converted or any a portion of a the Warrant is exercised at a time when there is an effective registration statement to cover (including the Registration Statement) covering the resale of the corresponding Underlying Shares, or if such Underlying Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by Act, the staff of the Commission) then certificate evidencing such Underlying Warrant Shares shall be issued free of all restrictive legends, provided that the holder thereof covenants that in connection with each sale of such securities, a copy of the final prospectus that forms a part of such registration statement will be delivered in accordance with the provisions of Section 5(b)(2) of the Securities Act, and the rules and regulations promulgated thereunder. The Company agrees that following at such time as such restrictive legend is no longer not required under as provided in this Section 4.1(d)4.2, it will, no later than five Trading Days as soon as practicable following the delivery by the Purchaser holder to the Company or the Transfer Agent Company’s transfer agent of a certificate representing Underlying the Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”)case may be, deliver or cause to be delivered to such Purchaser holder a certificate representing such shares securities that is free from all restrictive and other legends (howeverlegends. Unless otherwise required by law or judicial order, the Corporation Company shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give any instructions to the Transfer Agent its transfer agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such PurchaserAgreement.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares Securities pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company counsel shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect affect the removal of the legend hereunder. The Company shall allow the Transfer Agent to accept opinions from the Purchaser’s counsel and if the Transfer Agent accept such opinion, the Company will be relieved of its obligation to prove the opinion to the Transfer Agent. If all or any Notes Shares are converted or any portion of a Warrant is exercised converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such the Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five three Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing the Underlying Shares, as applicable, issued with a restrictive legend (such fifth third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (iia) following any sale of such Underlying Shares Securities pursuant to all applicable provisions of Rule 144, if available, (iiib) if such Underlying Shares Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144 as to such Underlying Shares Securities and without volume or manner-of-sale restrictions restrictions, or (ivc) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff holder of the Commission)Securities has provided to the Company an opinion of counsel of recognized standing or other evidence of exemption in form and substance reasonably satisfactory to the Company to the effect that the legend is no longer required under the Securities Act. The In relation to (a) and (b) above, the Company shall use reasonable best efforts to cause its legal counsel to issue a legal opinion to the Transfer Agent during applicable transfer agent for the time any of Securities promptly if required by the aforedescribed conditions apply, transfer agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement , provided that (i) legal counsel to cover the resale of Company agrees that the corresponding Underlying Shares, or if such Underlying Shares legend may be sold under Rule 144 or if such legend is not otherwise required removed under applicable requirements securities laws and (ii) the holder of the Securities Act (including judicial interpretations has provided to such legal counsel all necessary representation letters and pronouncements issued other evidence as may reasonably be required by legal counsel to satisfy legal counsel that the staff of legend may be removed under applicable securities law and to permit legal counsel to issue the Commission) then such Underlying Shares shall be issued free of all legendslegal opinion. The Company agrees that following at such time as such legend is no longer required under this Section 4.1(d)4.3, it will, no later than five Trading Days three (3) business days following the delivery by the Purchaser to the Company or the Transfer Agent transfer agent of a certificate representing Underlying SharesSecurities, as applicablethe case may be, issued with a restrictive legend (such fifth Trading Daylegend, and, where required, delivery to the “Legend Removal Date”)Company’s legal counsel of any required representation letters and other evidence as may be required pursuant to this Section 4.3, deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserlegends.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b3.1(z) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time effective date of a registration statement registering the Underlying Shares and Exchange Shares, or any of part thereof, if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Exchange Notes are converted or any portion of a an Exchange Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d3.1(aa), it will, no later than five two (2) Trading Days following the delivery by the Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd ) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.13. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the Depository Trust Company System as directed by such PurchaserInvestor.

Legend Removal. (a) Certificates evidencing the Underlying Shares Registrable Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): legend, (i) while a registration statement Registration Statement covering the resale of such security Registrable Securities is effective under the Securities Act, (ii) following any sale of such Underlying Shares Registrable Securities pursuant to Rule 144, (iii) if such Underlying Shares Registrable Securities are eligible for sale under Rule 144, without and the requirement for Investor intends an imminent expected sale (and represents such to the Company to be and its counsel in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions writing), or (iv) if such legend is not required under applicable requirements of the Securities 1933 Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during Company’s transfer agent promptly after the time occurrence of any of the aforedescribed conditions apply, foregoing events if required by the transfer agent to effect the removal of the legend hereunder. If all No Investor shall be required to pay for or deliver any Notes are converted such legal opinion, and shall only be required to deliver a standard representation letter in connection with a sale or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold proposed sale under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends144. The Company agrees that following the Unrestricted Date at such time as such legend is no longer required under this Section 4.1(d2.8(a), it will, no later than five three (3) Trading Days following the delivery by the Purchaser an Investor to the Company or the Transfer Agent transfer agent (with a copy to the Company) of a written request for the removal of such legend and a certificate representing Underlying Shares, as applicable, Registrable Securities issued with a restrictive legend (such fifth third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate Investor one or more certificates representing such shares Registrable Securities that is are free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1legends. Certificates for Underlying Shares Registrable Securities subject to legend removal hereunder shall shall, at the written request of the Investor, be transmitted by the Transfer Agent transfer agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the Depository Trust Company System as directed by such PurchaserInvestor. (b) In addition to such Investor’s other available remedies, if the Company fails to comply with its obligations under Section 2.8(a), the Company shall pay to an Investor, in cash, an amount equal to the greater of (i) as partial liquidated damages and not as a penalty, for each $1,000 of Registrable Securities (based on the VWAP (as defined in the applicable Exchange Agreement) of the Common Stock (treating any Registrable Securities other than Common Stock on an as converted, fully-diluted basis, net of any exercise price or conversion price for which the Investor is responsible to pay, and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) on the date such Registrable Securities are submitted to the Company or its transfer agent in accordance with Section 2.8(a)) delivered for removal of the restrictive legend and for which removal is required pursuant to Section 2.8(a), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate or certificates are delivered without a legend and (ii) if the Company fails to (A) issue and deliver or cause to be delivered to an Investor by the Legend Removal Date a certificate or certificates representing the Registrable Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (B) if after the Legend Removal Date such Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Investor anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Registrable Securities (treating any Registrable Securities other than Common Stock on an as converted, fully-diluted basis, net of any exercise price or conversion price for which the Investor is responsible to pay, and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) that the Company was required to deliver to such Investor by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Registrable Shares (as the case may be) and ending on the date of such delivery.

Legend Removal. Certificates evidencing the Underlying Conversion Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Conversion Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes Shares are converted or any portion of a Warrant is exercised converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Conversion Shares, or if such Underlying Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Conversion Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, the Conversion Shares issued with a restrictive legend (such fifth second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. (a) Certificates evidencing the Underlying Shares ADSs, if any, shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): legend: (i) while a registration statement with a current prospectus covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares ADSs pursuant to Rule 144144 , or (iii) if such Underlying Shares ADSs are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company Buyer shall cause its counsel to issue a legal opinion to the Transfer Agent during transfer agent promptly after the time any effective date of the aforedescribed conditions apply, Resale Registration Statement if required by the transfer agent to effect the removal of the legend hereunder. Buyer shall cause its counsel to issue a legal opinion to the transfer agent or the Secured Noteholders promptly if required by the transfer agent to effect the removal of the legend hereunder, or if requested by a Secured Noteholder, respectively. Upon reasonable request by counsel to Buyer (which request shall include a form of representation letter in customary form as reasonably determined by counsel to Buyer and the applicable Secured Noteholder’s counsel) to such Secured Noteholder, such Secured Noteholder shall promptly deliver a representation letter in customary form to counsel to Buyer in connection with the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares ADSs may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC) then such Underlying Shares ADSs shall be issued free of all legends. The Company Buyer agrees that following the effective date of the Resale Registration Statement and at such time as such legend is no longer required under this Section 4.1(d)Section, it Buyer will, no later than five the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the Purchaser a Secured Noteholder to the Company Buyer or the Transfer Agent transfer agent of a certificate representing Underlying Shares, as applicable, ADSs issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Secured Noteholder a certificate representing such shares ADSs that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company Buyer may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section 4.1Section. Certificates for Underlying Shares ADSs subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent to the Purchaser Secured Noteholder by crediting the account of the PurchaserSecured Noteholder’s prime broker with the Depository Trust Company System as directed by such PurchaserSecured Noteholder. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on Buyer’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of a certificate representing ADSs issued with a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such the Purchaser.

Legend Removal. 9.1 Certificates evidencing the Underlying Shares and the securities underlying the Warrants shall not contain any legend (“Unlegended Shares”) (including the legend set forth legends referenced in Section 4.1(b) hereof): 4 above), (i) while a registration statement Registration Statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares or securities underlying the Warrants pursuant to Rule 144, (iii) if such Underlying Shares or securities underlying the Warrants are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares or securities underlying the Warrants and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during transfer agent promptly if required by the time any of the aforedescribed conditions apply, transfer agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d)9.1, it will, no later than five three Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent of a certificate representing Underlying SharesShares or the securities underlying the Warrants, as applicablethe case may be, issued with a restrictive legend (such fifth third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares Shares or securities underlying the Warrants that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares or securities underlying the Warrants subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. 9.2 In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $2,000 of Shares or securities underlying the Warrants (based on the volume-weighted average price of the Common Stock on the date such Shares or securities underlying the Warrants are submitted to the transfer agent) delivered for removal of the restrictive legend and subject to this Section 9, $10 per Trading Day for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Shares or securities underlying the Warrants as required by this Subscription Agreement, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 9.3 As used in this section:

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder, provided that the holder of such Securities has provided such documentation as may reasonably requested by counsel for the purpose of said opinion. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five three (3) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth third (3rd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares Securities pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes Shares are converted or any portion of a Warrant is exercised converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Conversion Shares, or if such Underlying the Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Conversion Shares or Bonus Shares, as applicable, shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Sharesthe Conversion Shares , as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“"Unlegended Shares”") (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144144 (in the case of a non-Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “"Legend Removal Date”"), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s 's prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to NI 45-106 and/or Rule 144144 or NI 45-102, (iii) if such and Underlying Shares are eligible for sale under NI 45-106 and/or Rule 144144 or NI 45-102, without the requirement for the Company to be in compliance with the current public information required under NI 45-106 and/or Rule 144 or NI 45-102 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionany agency or Trading Market with regard to Applicable Law). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under NI 45-106 and/or Rule 144 or NI 45-102 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or NI 45-102 then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five ten Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing The legends set forth above shall be removed and the Underlying Shares Company shall not contain issue a physical certificate without such legends to the holder of any legend Security upon which it is stamped or issue by electronic delivery at the applicable balance account at the Depository Trust Company (“Unlegended SharesDTC”) (including the legend set forth in Section 4.1(b) hereof): ), if: (i) while a registration statement covering the Security is registered for resale of such security is effective under the Securities ActAct (including registration pursuant to Rule 415 thereunder and provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and such Purchaser is not aware or has not been notified by the Company that such registration statement has been withdrawn or suspended, and only as permitted by such registration statement); (ii) following any sale such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale without the requirement for the Company to be in compliance with the current public information required under Rule 144144 as to such securities and without volume or manner-of-sale restrictions and that a public sale or transfer of such Security may be made without registration under the Securities Act; or (iii) such holder is not an affiliate of the Company and provides the Company with reasonable assurances that such Security can be sold without limitation or restriction under Rule 144 or has been, or is to be otherwise, sold in compliance with Rule 144 without volume or manner of sale restrictions and provides the Company with an opinion to that effect from legal counsel reasonably acceptable to the Company. Following the earlier of (i) the Effective Date of the Registration Statement (as set forth in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares the Securities and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of restrictions, the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any legal opinion referred to in the Irrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of the aforedescribed conditions apply, to effect such opinion or the removal of such legend shall be borne by the legend hereunderCompany. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover Following the resale of the corresponding Underlying SharesEffective Date, or if at such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such earlier time as such a restrictive legend is no longer required under this Section 4.1(d)for certain Securities, it will, the Company will no later than five three (3) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Underlying Sharessuch Securities (endorsed or with stock powers attached, as applicablesignatures guaranteed, issued with a restrictive legend and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Article 5, (such fifth third Trading Day, the “Legend Removal Date”), ) deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such PurchaserArticle 5.

Legend Removal. Certificates evidencing the Underlying Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including a Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares and Warrant Shares pursuant to Rule 144, (iii) if such Underlying Shares and Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and Warrant Shares and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares and Warrant Shares, or if such Underlying Shares and Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares and Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five (5) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Shares and Warrant Shares, as applicable, issued with a restrictive legend (such fifth (5th) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a any registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of the aforedescribed conditions apply, Effective Date or other counsel reasonably acceptable to Purchaser to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing a. To the Underlying extent the resale of the Warrant Shares shall not contain any legend is registered under the Securities Act pursuant to an effective Registration Statement, Autonomix agrees to promptly (“Unlegended Shares”i) (including authorize the removal of the legend set forth on the Autonomix Warrant and any other legend not required by applicable law or the lock-up provisions set forth in Section 4.1(b6 of this Agreement from the Warrant Shares and (ii) hereof): cause its Transfer Agent to issue the Warrant Shares without such legends to the holders thereof by electronic delivery at the applicable balance accounts of the holders or their designees at the Depository Trust Company (“DTC”) within two Business Days after surrender of any stock certificates evidencing the Warrant Shares or after exercise of the Autonomix Warrant. b. Any Holder of the Autonomix Warrant may request that Autonomix remove, and Autonomix agrees to authorize the removal of any legend from the Warrant Shares (to the extent permitted by the lock-up provisions set forth in Section 6 of this Agreement), and shall issue any of the Warrant Shares upon exercise of the Autonomix Warrant free of any restrictive or other legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying the Warrant Shares pursuant to Rule 144, or (iiiii) if such Underlying the Warrant Shares are eligible for sale under Rule 144144 following the expiration of the one-year holding requirement under subparagraphs (b)(1)(i) and (d) thereof (giving effect to any tacking in the case of a proper cashless exercise of the Autonomix Warrant) and such Holder is not an affiliate of Autonomix, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as each case following receipt from such Holder of an appropriate certification to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)effect. The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during Following the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required for the Warrant Shares under this Section 4.1(d)8b., it Autonomix will, no later than five Trading two Business Days following the delivery by the Purchaser a Holder to the Company Autonomix or the Transfer Agent of a legended certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, securities and appropriate certifications that the “Legend Removal Date”)applicable requirements have been satisfied, deliver or cause to be delivered to such Purchaser Holder a certificate representing such shares securities that is free from all restrictive and other legends (howeveror, at the Corporation shall use reasonable best efforts to election of such Holder, deliver such shares within three securities by electronic delivery to such Holder’s or its designee’s balance account at DTC (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserany restrictive or other legends).

Legend Removal. Certificates evidencing the Underlying Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares and Warrant Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to promptly issue a legal opinion to the Transfer Agent during if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of the Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) 2.9 hereof): ), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares or Warrant Shares pursuant to Rule 144144 (assuming cashless exercise of the Warrants), or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during Company’s transfer agent or the time any of Subscriber if required by the aforedescribed conditions apply, Company’s transfer agent to effect the removal of the legend hereunder, or if requested by a Subscriber. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Warrant Shares, or if such Underlying Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 (assuming cashless exercise of the Warrants), or if the Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC) then such Underlying Warrant Shares shall be issued free of all legends. The Company agrees that following that, at such time as such legend is no longer required under this Section 4.1(d)3.6, it will, no later than five Trading Days the earlier of three (3) business days following the delivery by the Purchaser a Subscriber to the Company or the Transfer Agent Company’s transfer agent of a certificate representing Underlying Shares or Warrant Shares, as applicablethe case may be, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”)legend, deliver or cause to be delivered to such Purchaser Subscriber a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserlegends.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a any registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares Securities pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to promptly issue a legal opinion to the Transfer Agent during if required by the time any of Transfer Agent or if requested by the aforedescribed conditions apply, Holders to effect the removal of the legend hereunder. If all or any Notes are converted or any portion The Company shall allow the Transfer Agent to accept opinions from the Holder’s counsel and if the Transfer Agent accepts such opinion, the Company will be relieved of a Warrant is exercised at its obligation to prove the opinion to the Transfer Agent. At a time when there is an any effective registration statement to cover the resale of the corresponding Underlying Shares, or if such the Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the Purchaser a Holder to the Company or the Transfer Agent of a certificate representing the Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Holder a certificate representing such shares Underlying Shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by As used herein, “Standard Settlement Period” means the Transfer Agent standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Purchaser by crediting Common Stock as in effect on the account date of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserdelivery of a certificate representing common stock issued without a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, provided that Purchaser shall have first delivered to the Company reasonable and customary documentation requested in connection with the removal of the legend. or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes of the Warrants are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing Upon the Underlying Shares expiration (or early release or waiver) of the Lock-Up Restrictions with respect to some or all of the Parent Common Stock, the Parent shall not contain promptly, and in no event more than two business days, cause the removal of any legend restrictive legends reflecting the Lock-Up Restrictions on the applicable shares of Parent Common Stock, the form language of which is attached hereto as Annex A. Additionally, the restrictive legends indicating that the shares of Parent Common Stock were issued without registration under the Securities Act and may only be transferred pursuant to an effective registration statement or pursuant to an exemption from the registration requirements of the Securities Act, the form language of which is attached hereto as Annex B (such legend, a “Unlegended SharesSecurities Act Legend”) (including ), on any shares of Parent Common Stock covered by this Agreement shall be removed upon the legend set forth in Section 4.1(b) hereof): earlier of (i) while a the sale of such shares pursuant to an effective registration statement covering the resale of such security Parent Common Stock, (ii) six months after Closing; provided such Holder has held such Parent Common Stock for at least six months and is effective not, and has not been in the preceding three months, an Affiliate of the Parent (as defined in Rule 144 under the Securities Act), (ii) following and such Holder or its assigns provides to the Parent any sale other information the Parent deems reasonably necessary to deliver to the transfer agent an instruction to so remove such Securities Act Legend; and further provided that the Holder hereby agrees to promptly return the shares of such Underlying Shares pursuant Parent Common Stock to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company Parent’s transfer agent to be held in compliance with book-entry form, including a notation of restricted security status as deemed appropriate by the current public information required under Parent, in the event it is notified by the Parent that Rule 144 is no longer available to the Holder as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable an exemption from the registration requirements of the Securities Act (including judicial interpretations and pronouncements issued by there is not, in the staff Parent’s reasonable opinion, otherwise a registration statement or other exemption from such registration requirements available to the Holder for resale of the Commission)shares of Parent Common Stock, or (iii) such Parent Common Stock is sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act. The Company Parent shall cause cooperate with the applicable Holder of Parent Common Stock, including by causing its counsel to issue a legal opinion deliver customary opinions to the Transfer Agent during the time any of the aforedescribed conditions applyParent’s transfer agent, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act Legend on such shares pursuant to this Section 1.02 promptly (including judicial interpretations and pronouncements issued by in no more than two business days) after delivery of notice from such Holder that the staff of the Commission) then such Underlying Shares shall be issued free of all legendsconditions to removal are satisfied. The Company agrees that following such time as such legend is no longer required under Parent shall bear all direct costs and expenses associated with the removal of any pursuant to this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser1.02.

Legend Removal. Certificates evidencing In connection with any sale or disposition of the Underlying Shares Securities by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, the Company shall not contain any legend or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Unlegended SharesTransfer Agent”) (including to issue replacement certificates representing the legend set forth in Section 4.1(b) hereof): Securities sold or disposed of without restrictive legends. Upon the earlier of (i) while registration for resale pursuant to the Registration Rights Agreement, or (ii) the Shares becoming freely tradable by a registration non-affiliate pursuant to Rule 144 or 144A, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Purchaser that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement covering by the resale Purchaser that such Purchaser has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such security is effective legends in such circumstances may be effected under the Securities Act. From and after the earlier of such dates, upon a Purchaser’s written request, the Company shall promptly cause certificates evidencing the Purchaser’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) following any sale of such Underlying Shares pursuant to Rule 144above, (iii) if such Underlying Shares as applicable, are eligible for sale under Rule 144, without the requirement for the Company to be in compliance satisfied with the current public information required under Rule 144 as respect to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such Warrant Shares. If a legend is not required under applicable requirements of pursuant to the Securities Act (including judicial interpretations and pronouncements issued by foregoing, the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate representing Underlying such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Purchaser as may be required above in this Section 5(c), as directed by such Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Securities are Shares or Warrant Shares, as applicable, issued with a restrictive legend (credit the aggregate number of shares of Common Stock to which such fifth Trading Day, the “Legend Removal Date”), deliver or cause to Purchaser shall be delivered entitled to such Purchaser Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser, a certificate representing such shares Securities that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (however1) the unlegended certificate is not delivered to a Purchaser within three (3) Business Days of submission by that Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Purchaser, the Corporation shall use reasonable best efforts Purchaser, or any third party on behalf of such Purchaser or for the Purchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares represented by such shares certificate (a “Buy-In”), then the Company shall, within three (3) Trading DaysDays after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Purchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates or credit such Purchaser’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Purchaser by the Required Delivery Date times (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. The Purchaser shall provide the Company may not make any notation on its records or give instructions to written notice indicating the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent amounts payable to the Purchaser by crediting the account in respect of the Purchaser’s prime broker with the Depository Trust Company System as directed by such PurchaserBuy-In.

Legend Removal. Certificates evidencing (a) In connection with any sale, assignment, transfer or other disposition of the Underlying Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor, the Company shall not contain any legend cause the transfer agent for the Common Stock (the “Unlegended SharesTransfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Trading Days of any such request therefor from such Investor, provided that the Company has timely received from the Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (including b) Subject to receipt from the legend set forth Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in Section 4.1(b) hereof): connection therewith, upon the earliest of such time as the Shares (i) while a have been sold or transferred pursuant to an effective registration statement covering the resale of such security is effective under the Securities Actstatement, (ii) following any sale of such Underlying Shares have been sold pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale resale under Rule 144144(b)(1) or any successor provision (such earliest date, without the requirement for “Effective Date”), the Company to be shall, in compliance accordance with the current public information required under Rule 144 as provisions of this Section 4.1(b) and within three Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such Underlying Shares book entry Shares, and without volume or manner-of-sale restrictions or (ivB) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion deliver to the Transfer Agent during one or more opinions to the time any effect that the removal of such legends in such circumstances may be effected under the aforedescribed conditions apply, 1933 Act if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion in accordance with the provisions of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legendsthis Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(d)4.1, it will, no later than five within three Trading Days following of the delivery by the Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, shares issued with a restrictive legend (such fifth Trading Day, and receipt from the “Legend Removal Date”)Investor by the Company and the Transfer Agent of the customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith that is referred to above, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the Depository Trust Company System DTC system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Investor, severally and not jointly with the other Investors, agrees with the Company (i) that such Investor will sell any Shares pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Investor to that effect, such Investor will sell Shares only in compliance with an exemption from the registration requirements of the 0000 Xxx.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during transfer agent promptly if required by the time any of the aforedescribed conditions apply, transfer agent to effect the removal of the legend hereunder. If all or At any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d)Section, it will, no later than five Trading Days (5) trading days following the delivery by the Purchaser a Holder to the Company or the Transfer Agent transfer agent of a certificate representing Underlying Shares, as applicable, the Shares issued with a restrictive legend (such fifth Trading Day(5th) trading day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Holder a certificate representing such shares Shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares Shares within three (3) Trading Daystrading days). The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such PurchaserCommission.

Legend Removal. Certificates evidencing the shares of common stock issued upon conversion of Series E Preferred Stock, including Series E Preferred Stock issued upon exercise of the Warrant (“Underlying Shares Shares”) shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) required under the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company Borrower to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iviii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionany agency or trading market with regard to applicable law). The Company Borrower shall cause its counsel to issue a legal opinion to V Stock (together with any successor transfer agent the “Transfer Agent”) promptly after the Effective Date if required by the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are Series E Preferred Stock is converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all United States legends. The Company Borrower agrees that following such time as all such legend is legends are no longer required under this Section 4.1(d4.7(c), it will, no later than five two (2) Trading Days (which shall mean any day the Company’s principal trading market is open) following the delivery by the Purchaser such Lender to the Company Borrower or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Lender a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Borrower shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company Borrower may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14.7. Certificates for Underlying Shares subject to legend removal hereunder shall shall, if possible, be transmitted by the Transfer Agent to the Purchaser such Lender by crediting the account of the Purchasersuch Xxxxxx’s prime broker with the Depository Trust Company Borrower System as directed by such PurchaserXxxxxx.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the The legend set forth in Section 4.1(b4.5 above shall be removed and the Company shall issue the applicable Shares (and any certificate therefor) hereof): without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) while a registration statement covering the such Shares are registered for resale of such security is effective under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the applicable Registration Statement, such Purchaser agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) following any sale of such Underlying Shares are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares securities and without volume or manner-of-sale restrictions or restrictions. Following the earlier of (ivi) if such legend is not required under applicable requirements the effective date of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover initial Registration Statement covering the resale of the corresponding Underlying Shares (the “Effective Date”) or (ii) Rule 144 becoming available for the resale of Shares, or if such Underlying Shares may without the requirement for the Company to be sold in compliance with the current public information required under Rule 144 as to such securities and without volume or if manner-of-sale restrictions, the Company shall deliver to the Company’s transfer agent irrevocable instructions that the transfer agent shall reissue any certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued shall be borne by the staff of Company. Following the Commission) then Effective Date, or at such Underlying Shares shall be issued free of all legends. The Company agrees that following such earlier time as such a legend is no longer required under this Section 4.1(dfor certain Shares (in which case a Purchase shall also be required to provide reasonable assurances (in the form of seller and, if applicable, broker representation letters), it will, the Company will no later than five Trading Days three trading days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate representing Underlying SharesShares (endorsed or with stock powers attached, as applicablesignatures guaranteed, issued with a restrictive legend (such fifth Trading Day, and otherwise in form necessary to affect the “Legend Removal Date”reissuance and/or transfer), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such shares Shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates Any certificates for Underlying Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent transfer agent to the a Purchaser by crediting the account of the such Purchaser’s prime broker with the Depository Trust Company System DTC as directed by such Purchaser.

Legend Removal. Certificates evidencing the Incentive Shares and Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Incentive Shares and Underlying Shares pursuant to Rule 144, (iii) if such Incentive Shares and Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Incentive Shares and Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Incentive Shares and Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Incentive Shares and Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Incentive Shares and Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Incentive Shares and Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing If the Underlying Purchaser has resold Shares shall not contain any legend (in a manner described under the caption “Unlegended Shares”) (including Plan of Distribution” in a then-effective and available Registration Statement or pursuant to Rule 144 of the legend set forth in Section 4.1(b) hereof): (i) while a Securities Act or other available exemption from registration statement covering the resale of such security is effective under the Securities Act, the Purchaser shall concurrently (a) send a confirmation to the Company’s transfer agent setting forth the number of such Shares that have been so resold and the date of such resales (such confirmation, the “Transfer Agent Confirmation”) and (b) deliver to the Company, the transfer agent and legal counsel to the Company a customary seller’s representation letter and broker’s representation letter confirming the resale of such Shares in the manner described above, together with any other documentation reasonably required by the transfer agent and/or the Depository Trust Company and, if applicable and requested by the Company, a legal opinion of the investor’s counsel that the sale of such shares did not require registration under the Securities Act, in a form and substance reasonably satisfactory to the Company (the “Resale Deliverables”). The Company and the Purchaser hereby acknowledge that, if and when the Purchaser has (i) resold Shares in a manner described under the caption “Plan of Distribution” in the Registration Statement or pursuant to Rule 144 or other available exemption from registration under the Securities Act and (ii) following any sale delivered the Resale Deliverables, the Company shall instruct the transfer agent to cause such shares to be credited to accounts designated by the Purchaser for the persons who purchased such Shares from the Purchaser. Upon the written request by the Purchaser to the Company if, at the time of such Underlying Shares pursuant to Rule 144request, the Purchaser (i) is not, and has not been during the preceding three months, an affiliate of the Company, (iiiii) if has held the portion of the Shares subject to such Underlying Shares are eligible request for sale under Rule 144, without the requirement for the Company to be at least one year as determined in compliance accordance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act and (including judicial interpretations and pronouncements issued by the staff iii) all of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any other requirements of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of are satisfied, the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it willshall, no later than five Trading two (2) Business Days following the delivery by the Purchaser to the Company Company’s transfer agent of one or more legended certificates or book-entry statements representing such Shares issued to the Purchaser together with such other documentation from the Purchaser and its designated broker as the transfer agent or the Transfer Agent of a certificate representing Underlying SharesCompany deems necessary and appropriate, as applicable, issued with a authorize the transfer agent to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer of any such fifth Trading DayShares) affixed to the portion of such Shares for which all conditions to the Purchaser’s ability to resell under Rule 144 have then been satisfied. At the time the Company authorizes the removal of the Securities Act restrictive legend (and any stop transfer instructions placed against transfer of any such Shares) pursuant to this Section 8.5, the “Legend Removal Date”)Company shall also use its commercially reasonable efforts, deliver at its sole expense, to cause its legal counsel to issue to the transfer agent a legal opinion or cause direction letter instructing the transfer agent that it is authorized to be delivered remove the Securities Act restrictive legend affixed to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)Shares as contemplated by this Section 8.5. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by responsible for the Transfer Agent to the Purchaser by crediting the account fees of the Purchaser’s prime broker with the its transfer agent and any Depository Trust Company System as directed by fees associated with such Purchaserissuance.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes of the Shares are converted or any portion of a Warrant is exercised sold at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of a certificate representing Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants), (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements (assuming with respect to Warrant Shares, without cashless exercise of the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions Warrants or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants) without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing To the Underlying extent the resale of any issued Shares shall not contain any legend or Warrant Shares is registered under the Securities Act pursuant to an effective Registration Statement, the Company agrees to promptly (“Unlegended Shares”i) (including authorize the removal of the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of 3.6 and any other legend not required by applicable law from such security is effective under the Securities ActShares or Warrant Shares, (ii) following cause the Transfer Agent to issue such Shares or Warrant Shares without such legends to the holders thereof by electronic delivery at the applicable balance account at the Depository Trust Company upon surrender of any sale of share certificates evidencing such Underlying Shares pursuant to Rule 144, or Warrant Shares and (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall Transfer Agent, cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of any restrictive legends and provide all other opinions as may be reasonably required by the transfer agent in connection with the removal of legends (all such opinions “TA Legal Opinions”). The Company’s obligation to remove legends under this Section 4.10 may be conditioned upon the Purchaser providing a certification in the form of Exhibit B. The Purchaser may request that the Company remove, and the Company agrees to authorize, including through the issuance of TA Legal Opinions by the Company’s counsel, the removal of any legend hereunder. If all from any Shares or Warrant Shares issued to such Purchaser (i) within two Trading Days following any Notes are converted sale, or any portion of certification by a Warrant is exercised at a time when there is an effective registration statement to cover the resale Purchaser of the corresponding Underlying Sharesexpected sale, of such Shares or Warrant Shares pursuant to Rule 144, (ii) if such Underlying Shares may be sold or Warrant Shares are eligible for sale under Rule 144 or if such legend following the expiration of the holding requirement under subparagraphs (b)(1)(i) and (d) thereof and the Purchaser is not otherwise required under applicable requirements an affiliate of the Securities Act Company, in each case following receipt from the Purchaser of an appropriate certification to such effect or (including judicial interpretations iii) following the time that the Registration Statement is declared effective and pronouncements issued by while it remains effective. Following the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such a legend is no longer required for the Shares or Warrant Shares under this Section 4.1(d)4.10, it the Company will, no later than five two Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a legended certificate representing Underlying Sharessuch securities (if any) (or a request for legend removal, as applicable, in the case of the Shares or Warrant Shares issued with a restrictive legend in book-entry form) and appropriate certifications that the applicable requirements have been satisfied (such fifth Trading Day, the “Legend Removal Securities Delivery Date”), deliver or cause to be delivered to such Purchaser a certificate evidence of book entry positions representing such shares securities that is free from all restrictive and other legends or, in the case of Shares or Warrant Shares, if requested by Purchaser, by crediting such Shares or Warrant Shares to the account of the Purchaser or its prime broker or other designee with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (however“DWAC”) if the Company is then a participant in such system (“DWAC Delivery”); if the Company fails for any reason to deliver Shares or Warrant Shares via DWAC Delivery (if the Company is then a participant in DWAC) to a Purchaser as required by this Section 4.10 (other than a failure caused by incorrect or incomplete information provided by Purchaser to the Company), and if after such Securities Delivery Date such Purchaser is required to or otherwise purchases (in an open market transaction or otherwise), shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the Shares or Warrant Shares which such Purchaser was entitled to receive relating to such Securities Delivery Date (a “Buy-In”), then the Company shall pay in cash to such Purchaser (in addition to any other remedies available to or elected by such Purchaser) the amount by which (x) such Purchaser’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the lesser of the (a) the number of shares of Common Stock so purchased and (b) the aggregate number of Shares or Warrant Shares that such Purchaser was entitled to receive for the Securities Delivery Date multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions). For example, if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to Shares or Warrant Shares that were not delivered via DWAC Delivery by the Securities Delivery Date with respect to which the actual sale price (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, the Corporation Company shall use reasonable best efforts be required to deliver pay such shares Purchaser $1,000. The Purchaser shall provide the Company written notice, within three (3) Trading Days)Business Days after the occurrence of a Buy-In, indicating the amounts payable to such Purchaser in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by the Company. The Company may not make Nothing herein shall limit a Purchaser’s right to pursue any notation on its records other remedies available to it hereunder, at law or give instructions in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Transfer Agent that enlarge Company’s failure to timely deliver the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent or Warrant Shares via DWAC Delivery as required pursuant to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserterms hereof.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares Securities pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes Shares are converted or any portion of a Warrant is exercised converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Conversion Shares, or if such Underlying the Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Conversion Shares or Bonus Shares, as applicable, shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Sharesthe Conversion Shares , as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. (a) Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof5.10(a): (i) while following a sale of such Shares pursuant to a registration statement covering the resale of such security Shares, while such registration statement is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company . (b) Certificates evidencing the Shares shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of not contain the legend hereunder. If all or any Notes are converted or any portion set forth in Section 5.10(c) following: (i) a sale of such Shares pursuant to a Warrant is exercised at a time when there is an effective registration statement to cover covering the resale of the corresponding Underlying such Shares, or if while such Underlying registration statement is effective under the Securities Act, (ii) any sale of such Shares may be sold under pursuant to Rule 144 or if such legend is not otherwise required under applicable requirements (iii) the expiration of the Securities Act Standstill Term (including judicial interpretations as defined in the Investor Agreement), the Lock-Up Term (as defined in the Investor Agreement) and pronouncements issued by the staff Voting Agreement (as defined in the Investor Agreement); provided that any transfer described in clause (i) or (ii) above shall have been in compliance with all applicable provisions of the CommissionInvestor Agreement. (c) then such Underlying Shares shall be issued free of all legends. The Company agrees that following at such time as such any legend set forth in Section 5.10 is no longer required under this Section 4.1(d)10.5, it the Company will, no later than five Trading three (3) Business Days following the delivery by the Purchaser Investor to the Company or the Company’s transfer agent (the “Transfer Agent Agent”) of a certificate representing Underlying Shares, as applicable, Shares issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”)legend, deliver or cause to be delivered to such Purchaser the Investor a certificate representing such shares Shares that is free from all restrictive and other legends (howeversuch legend, or, in the Corporation shall use reasonable best efforts to deliver event that such shares within three (3) Trading Days)are uncertificated, remove any such legend in the Company’s stock records. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser5.10.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants), (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements (assuming with respect to Warrant Shares, without cashless exercise of the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions Warrants), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes are converted or any portion of a Warrant is exercised Warrants are exercised, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants) without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the sale to the Purchasers or a resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. (a) Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b5.10(a) hereof): : (i) while following a sale of such Shares pursuant to a registration statement covering the resale of such security Shares, while such registration statement is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company . (b) Certificates evidencing the Shares shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of not contain the legend hereunder. If all or any Notes are converted or any portion set forth in Section 5.10(b) hereof following: (i) a sale of such Shares pursuant to a Warrant is exercised at a time when there is an effective registration statement to cover covering the resale of the corresponding Underlying such Shares, or if while such Underlying registration statement is effective under the Securities Act, (ii) any sale of such Shares may be sold under pursuant to Rule 144 or if such legend is not otherwise required under applicable requirements (iii) the expiration of the Securities Act Standstill Term (including judicial interpretations as defined in the Investor Agreement), the Lock-Up Term (as defined in the Investor Agreement) and pronouncements issued by the staff Voting Agreement Term (as defined in the Investor Agreement); provided that any transfer described in clause (i) or (ii) above shall have been in compliance with all applicable provisions of the CommissionInvestor Agreement. (c) then such Underlying Shares shall be issued free of all legends. The Company agrees that following at such time as such any legend set forth in Section 5.10 hereof is no longer required under this Section 4.1(d)10.4, it the Company will, no later than five Trading three (3) Business Days following the delivery by the Purchaser Investor to the ActiveUS 170788961v.22 Company or notice by the Investor to the Company or of delivery by the Investor to the Transfer Agent of a certificate representing Underlying Shares, as applicable, Shares issued with a restrictive such legend (such fifth Trading Day, together with any legal opinion required by the “Legend Removal Date”Transfer Agent), deliver or cause to be delivered to such Purchaser the Investor a certificate representing such shares Shares that is free from all restrictive and other legends (howeversuch legend, or, in the Corporation shall use reasonable best efforts to deliver event that such shares within three (3) Trading Days)are uncertificated, remove any such legend in the Company’s stock records. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser5.10 hereof.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend The legends set forth in Section 4.1(b4.8(b) hereof): above shall be removed and the Company shall instruct its transfer agent for the Common Stock (the “Transfer Agent”) to register the Shares in book-entry form free and clear of such legends or any other legends by electronic delivery at the applicable balance account at the Depository Trust Company, if (i) while a such Shares have been resold under an effective registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is not an Affiliate of such Underlying Shares pursuant to Rule 144the Company), (iii) if such Underlying Shares are eligible for sale resale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company further agrees that it shall cause its counsel (x) after the effective date of a registration statement registering the resale of the Shares, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (y) provide all other opinions of counsel as may reasonably be required by the Transfer Agent in connection with the removal of legends pursuant to this Section 7.4. Following Rule 144 becoming available for the resale of the Shares without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall issue, or shall cause Company counsel or other counsel satisfactory to the Transfer Agent during to issue to the time Transfer Agent a letter of instruction stating that any and all restrictive legends under the Securities Act may be removed. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of the aforedescribed conditions apply, to effect such opinion or the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may legends shall be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued borne by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser4.8(b).

Legend Removal. Certificates evidencing the Underlying Conversion Shares (including Conversion Shares underlying the Shares being issued in connection with the exchange described in Section 2.1(b)) and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Conversion Shares and Warrant Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised exercised, or Shares are converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Warrant Shares or Conversion Shares, as applicable, or if such Underlying Warrant Shares or Conversion Shares, as applicable, may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Warrant Shares or Conversion Shares, as applicable, shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”a) (including the The legend set forth in Section 4.1(b7.6 shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the Shares and Warrant Shares (whose name is listed in the selling security holders section of the Registration Statement), if (a) hereof): (i) while a registration statement covering the such Shares and Warrant Shares are registered for resale of such security is effective under the Securities ActAct and the Registration Statement is effective, (ii) following any sale of in connection with a sale, assignment or other transfer, such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Shares or Warrant Shares, as the case may be, may be in compliance with made without registration under the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act Act, or (including judicial interpretations and pronouncements issued by iii) such holder provides the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all with reasonable assurance that such Shares or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, as the case may be, can be sold, assigned or if such Underlying Shares may be sold under transferred pursuant to Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act 144(k). (including judicial interpretations and pronouncements issued by the staff of the Commissionb) then such Underlying Shares shall be issued free of all legends. The Company agrees that following it shall, on the same day as the Registration Statement being declared effective if declared effective before 4:00PM EST or the next business day after the Registration Statement is declared effective if declared effective after 4:00 PM EST, deliver to its transfer agent an opinion letter of Company counsel, opining that at any time the Registration Statement is effective, the transfer agent shall be authorized to issue, in connection with the sale of the Shares and Warrant Shares, certificates representing such securities without restrictive legend, provided the Shares and Warrant Shares are to be sold pursuant to the Prospectus contained in the Registration Statement and the Investor acknowledges its obligation to comply with applicable prospectus delivery requirements. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Investor, that no further opinion of counsel is required at the time of transfer in order to issue certificates for the Shares and Warrant Shares without restrictive legend. Following the effective date of the Registration Statement or at such earlier time as such a legend is no longer required for the Shares and Warrant Shares, and prior to a transfer under this Section 4.1(d)the prospectus contained in the Registration Statement, it will, no later than five Trading Days the Company will use its commercially reasonable efforts following the delivery by the Purchaser Investor to the Company or the Transfer Agent Company's transfer agent of a legended certificate representing Underlying the Shares and Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), to deliver or cause to be delivered to such Purchaser the Investor, in Investor's name, a certificate representing such shares Shares that is free from all restrictive and other legends (howeverlegends. Following the effective date of the Registration Statement and upon the delivery to the Investor of any certificate representing Shares and Warrant Shares that is free from all restrictive and other legends, the Corporation Investor agrees that any sale or transfer of such securities shall use reasonable best efforts be made pursuant to deliver such shares within three the effective Registration Statement and, in compliance with applicable prospectus delivery requirements, and in accordance with the plan of distribution described therein or pursuant to an available exemption from the registration requirements of the Securities Act. (3c) Trading Days). The Company may not make shall cause its transfer agent to issue a certificate without any notation on its records restrictive legend to a purchaser or give instructions transferee of any Shares and Warrant Shares from the Investor, if (a) the sale or transfer of such securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and the Investor has delivered a Certificate of Subsequent Sale to the Transfer Agent transfer agent; (b) the holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that enlarge a public sale or transfer of such securities may be made without registration under the restrictions on transfer set forth Securities Act; or (c) such securities are sold in this Section 4.1compliance with Rule 144 under the Securities Act. Certificates for Underlying In addition, the Company shall, at the request of the Investor, remove the restrictive legend from any Shares subject to legend removal hereunder shall be transmitted held by the Transfer Agent to Investor following the Purchaser by crediting the account expiration of the Purchaser’s prime broker with holding period required by Rule 144(k) under the Depository Trust Securities Act (or any successor rule), if not previously removed. (d) The Investor will indemnify the Company System and hold the Company and its directors, officers, shareholders, employees and agents (each a "Company Party") harmless form any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs, administrative hearing costs, and reasonable attorneys' fees and costs of investigation (collectively "Losses") that any Company Party may suffer or incur as directed a result of or relating to any breach by such Purchaserthe Investor of its obligations under the Securities Act and any state securities laws in respect of the sale or transfer of the Shares and Warrant Shares.

Legend Removal. Certificates evidencing If a Investor has resold all or a portion of the Underlying Shares shall not contain any legend (in a manner described under the caption “Unlegended Shares”) (including the legend set forth Plan of Distribution” in Section 4.1(b) hereof): (i) while a then-effective and available Resale Registration Statement or pursuant to Rule 144 or other available exemption from registration statement covering the resale of such security is effective under the Securities Act, such Investor shall promptly (a) send a confirmation to the Company’s transfer agent setting forth the number of such Shares that have been so resold and the date of such resale (such confirmation, the “Transfer Agent Confirmation”) and (b) deliver to the Company, the transfer agent and legal counsel to the Company a customary seller’s representation letter and broker’s representation letter confirming the resale of such Shares in the manner described above, together with any other documentation reasonably required by the transfer agent and/or the Depository Trust Company and, if applicable and requested by the Company, a legal opinion of the investor’s counsel that the sale of such shares did not require registration under the Securities Act, in a form and substance reasonably satisfactory to the Company and its legal counsel (the “Resale Deliverables”). The Company and the Investor hereby acknowledge that, if and when such Investor has (i) resold Shares in a manner described under the caption “Plan of Distribution” in the Resale Registration Statement or pursuant to Rule 144 or other available exemption from registration under the Securities Act and (ii) following any sale delivered the Resale Deliverables, the Company shall instruct the transfer agent to cause such shares to be credited to accounts designated by the Investor for the persons who purchased such Shares from the Investor. Upon the written request by the Investor to the Company if, at the time of such Underlying request, such Investor (i) is not, and has not been during the preceding three months, an affiliate of the Company and (ii) has held the portion of the Shares pursuant subject to such request for at least one year as determined in accordance with Rule 144, (iii) if and at such Underlying time no other requirements would need to be satisfied in order for the Investor to sell the Shares are eligible for sale under Rule 144, without the requirement for the Company shall, no later than two business days following the delivery by such Investor to be in compliance the Company’s transfer agent of one or more legended certificates or book-entry statements representing such Shares issued to such Investor together with such other documentation from such Investor and its designated broker as the current public information required transfer agent or the Company deems necessary and appropriate, authorize the transfer agent to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer of any such Shares) affixed to the portion of such Shares for which all conditions to such Investor’s ability to resell under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements have then been satisfied. At the time the Company authorizes the removal of the Securities Act restrictive legend (including judicial interpretations and pronouncements issued any stop transfer instructions placed against transfer of any such Shares) pursuant to this Section 20, the Company shall also use its commercially reasonable efforts, at its sole expense, to cause its legal counsel to issue to the transfer agent a legal opinion or direction letter instructing the transfer agent that it is authorized to remove the Securities Act restrictive legend affixed to such Shares as contemplated by the staff of the Commission)this Section 20. The Company shall cause be responsible for the fees of its counsel to issue a legal opinion to the Transfer Agent during the time transfer agent and any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by fees associated with such Purchaserissuance.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any effective date of a registration statement if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five two (2) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shares of Common Stock issued under any provision of this Agreement shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security securities is effective under the Securities Act of 1933 (the “Securities Act”), (ii) following any sale of such Underlying Shares securities pursuant to Rule 144 under the Securities Act of 1933 (“Rule 144”), (iii) if such Underlying Shares securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares securities and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”)). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during Company’s transfer agent and Purchaser promptly after the time any effective date of a registration statement which includes the aforedescribed conditions apply, securities of Purchaser if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any Notes Dilution Shares are converted or any portion of a Warrant is exercised issued at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Sharessuch securities, or if such Underlying Shares securities may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Dilution Shares shall be issued free of all legends. The In the event Purchaser submits a request in writing to the Company agrees that following it wishes to sell its Shares or Dilution Shares, and if at such time as such a legend is no longer required under this Section 4.1(d)4.1, it the Company will, no later than five Trading Days business days following the delivery by the Purchaser to the Company or the Transfer Agent its transfer agent of a certificate representing Underlying such Shares or Dilution Shares, as applicable, issued with a restrictive legend (such fifth Trading Daybusiness day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three (3) Trading Daysbusiness days). If required by the Company’s transfer agent, the Company shall promptly cause its counsel to provide a legal opinion in connection with any legend removal or issuance of shares free from legend hereunder. Without limiting the Company’s obligation to provide any such legal opinion or its liability for failing to timely do so, and without imposing any obligation on the Purchaser, if the Company fails to promptly provide any such required legal opinion, the Company authorizes and shall authorize its transfer agent to accept such legal opinion from Exxxxxxxx & Kxxxxx LLP or such other counsel as shall be selected by the Purchaser in its sole and absolute discretion, the cost of which legal opinion shall be borne by the Seller. The Company may not make any notation on its records or give instructions to the Transfer Agent its transfer agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. 9.1 Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth legends referenced in Section 4.1(b) hereof): 4 above), (i) while a registration statement Registration Statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during transfer agent promptly if required by the time any of the aforedescribed conditions apply, transfer agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d)9.1, it will, no later than five three Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent of a certificate representing Underlying Shares, as applicablethe case may be, issued with a restrictive legend (such fifth third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. 9.2 In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $2,000 of Shares (based on the volume-weighted average price of the Common Stock on the date such Shares are submitted to the transfer agent) delivered for removal of the restrictive legend and subject to this Section 9, $10 per Trading Day for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Shares as required by this Subscription Agreement, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 9.3 As used in this section:

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants), (iii) if such Underlying Shares are eligible for sale under Rule 144144 without information requirements (assuming with respect to Warrant Shares, without cashless exercise of the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions Warrants or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel counsel, at the expense of the Company, to issue a legal opinion to the Transfer Agent during or the time any of Purchaser promptly after the aforedescribed conditions applyEffective Date, on each date a registration statement is declared effective by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants) without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Daydate, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.

Legend Removal. Certificates evidencing the Underlying Shares shall not be required to contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a any registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), with respect to which the Underlying Shares are being sold, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading DaysDays after delivery by Purchaser of such legended share certificate). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunderhereunder provided that all requirements under Rule 144 have been met; provided that, if requested by Purchaser, the Company shall allow the counsel for the Purchaser to render such opinion. If all or any of the Notes are converted or any portion of a Warrant is Warrants exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such the Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144144 or Section 4(a)(1), or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder, assuming the requesting Holder is not an Affiliate of the Company (the “Legal Opinion Requirement”). If all or any Notes are converted or any portion of a Warrant Series B Preferred Stock is exercised converted, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, Shares or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d6.1(d), it will, no later than five two (2) Trading Days following the delivery by the Purchaser a Holder to the Company or the Transfer Agent of a certificate representing the Underlying Shares, as applicable, Shares issued with a restrictive legend (such fifth second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Holder a certificate representing such shares Underlying Shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.16. Certificates In lieu of delivering physical certificates representing the unlegended shares, upon request of a Holder, so long as the certificates therefor do not bear a legend and the Holder is not obligated to return such certificate for Underlying Shares subject the placement of a legend thereon, the Company shall cause its transfer agent to legend removal hereunder shall be transmitted by electronically transmit the Transfer Agent to the Purchaser unlegended shares by crediting the account of the PurchaserHolder’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Common Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Common Shares pursuant to Rule 144, (iii) if such Underlying Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Common Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Common Shares, or if such Underlying Common Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Common Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five two (2) Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Common Shares, as applicable, issued with a restrictive legend (such fifth second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Common Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such the Purchaser.

Legend Removal. Certificates evidencing Notwithstanding anything contained herein to the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including contrary, upon the legend set forth in Section 4.1(b) hereof): earlier of (i) while the effectiveness of the Registration Statement for either ADMT or AAN and receipt by ADMT or AAN, as the case may be, of a registration statement covering holder's written confirmation that ADMT common stock or AAN common stock, as the resale case may be, will not be disposed of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be except in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable prospectus delivery requirements of the Securities Act or (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold ii) Rule 144(k) under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations becoming available to a holder, ADMT or AAN, as the case may be, shall, upon such holder's written request and pronouncements issued delivery of all required documentation by the staff of Company's securities counsel, promptly cause certificates evidencing the Commission) then ADMT common stock or the AAN common stock, as the case may be, to be replaced with certificates that do not bear such Underlying Shares shall be issued free of all restrictive legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company When ADMT or the Transfer Agent of a certificate representing Underlying SharesAAN, as applicablethe case may be, is required to cause unlegended certificates to replace previously issued with a restrictive legend (such fifth Trading Daylegended certificates, the “Legend Removal Date”), deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares holder within three (3) Trading Days)business days following submission by such holder of legended certificate(s) to ADMT or AAN's transfer agent, as applicable, together with a representation letter in customary form, ADMT or AAN, as the case may be, shall be liable to such holder for liquidated damages in an amount equal to 1% of the aggregate purchase price of the ADMT common stock or AAN common stock, as the case may be, evidenced by such certificate(s) for each thirty (30) day period) beyond such three (3) business day period that the unlegended certificates have not been so delivered. The Company may ADMT or AAN's obligation to issue unlegended certificates pursuant to this paragraph shall be excused if (i) the SEC promulgates any rule or interpretation expressly prohibiting removal of legends in such circumstances; (ii) the SEC or other regulatory authority instructs ADMT or AAN, as applicable, or their respective transfer agent not make any notation on its records to remove such legends, or give instructions (iii) the SEC makes it a condition to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account effectiveness of the Purchaser’s prime broker with the Depository Trust Company System Registration Statement so that ADMT or AAN, as directed by applicable, continues to keep such Purchaserlegends in place.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the sale to the Purchasers or a resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any effective date of a registration statement if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying issued for Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): ) except for the legend set forth in Section 2.4(c), if applicable: (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares and Warrant Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares or Warrant Shares, or if such Underlying Shares or Warrant Shares, as applicable, may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares or Warrant Shares, as applicable, shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it willupon written request of a Purchaser, no later than five (5) Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), use its reasonable best efforts to deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14 without reasonable basis communicated to Purchaser in writing no later than five (5) Trading days from such instruction. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, on or after the Liquidity Date (as defined below) so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing If a Investor has resold all or a portion of the Underlying Shares shall not contain any legend (in a manner described under the caption “Unlegended Shares”) (including the legend set forth Plan of Distribution” in Section 4.1(b) hereof): (i) while a then-effective and available Resale Registration Statement or pursuant to Rule 144 or other available exemption from registration statement covering the resale of such security is effective under the Securities Act, such Investor shall promptly (a) send a confirmation to the Company’s transfer agent setting forth the number of such Shares that have been so resold and the date of such resale (such confirmation, the “Transfer Agent Confirmation”) and (b) deliver to the Company, the transfer agent and legal counsel to the Company a customary seller’s representation letter and broker’s representation letter confirming the resale of such Shares in the manner described above, together with any other documentation reasonably required by the transfer agent and/or the Depository Trust Company and, if applicable and requested by the Company, a legal opinion of the investor’s counsel that the sale of such shares did not require registration under the Securities Act, in a form and substance reasonably satisfactory to the Company and its legal counsel (the “Resale Deliverables”). The Company and the Investor hereby acknowledge that, if and when such Investor has (i) resold Shares in a manner described under the caption “Plan of Distribution” in the Resale Registration Statement or pursuant to Rule 144 or other available exemption from registration under the Securities Act and (ii) following any sale delivered the Resale Deliverables, the Company shall instruct the transfer agent to cause such shares to be credited to accounts designated by the Investor for the persons who purchased such Shares from the Investor. Upon the written request by the Investor to the Company if, at the time of such Underlying request, such Investor (i) is not, and has not been during the preceding three months, an affiliate of the Company and (ii) has held the portion of the Shares pursuant subject to such request for at least one year as determined in accordance with Rule 144, (iii) if and at such Underlying time no other requirements would need to be satisfied in order for the Investor to sell the Shares are eligible for sale under Rule 144, without the requirement for the Company shall, no later than two business days following the delivery by such Investor to be in compliance the Company’s transfer agent of one or more legended certificates or book-entry statements representing such Shares issued to such Investor together with such other documentation from such Investor and its designated broker as the current public information required transfer agent or the Company deems necessary and appropriate, authorize the transfer agent to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer of any such Shares) affixed to the portion of such Shares for which all conditions to such Investor’s ability to resell under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements have then been satisfied. At the time the Company authorizes the removal of the Securities Act restrictive legend (including judicial interpretations and pronouncements issued any stop transfer instructions placed against transfer of any such Shares) pursuant to this Section 19, the Company shall also use its commercially reasonable efforts, at its sole expense, to cause its legal counsel to issue to the transfer agent a legal opinion or direction letter instructing the transfer agent that it is authorized to remove the Securities Act restrictive legend affixed to such Shares as contemplated by the staff of the Commission)this Section 19. The Company shall cause be responsible for the fees of its counsel to issue a legal opinion to the Transfer Agent during the time transfer agent and any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by fees associated with such Purchaserissuance.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares Securities pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company counsel shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect affect the removal of the legend hereunder. The Company shall allow the Transfer Agent to accept opinions from the Subscriber’s counsel and if the Transfer Agent accept such opinion, the Company will be relieved of its obligation to prove the opinion to the Transfer Agent. If all or any Notes Exchange Shares are converted or any portion of a Warrant is exercised sought to be sold, at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such the Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five three Trading Days following the delivery by the Purchaser Subscriber to the Company or the Transfer Agent of a certificate representing the Underlying Shares, as applicable, issued with a restrictive legend (such fifth third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Subscriber a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1Section. Certificates In lieu of delivering physical certificates representing the unlegended shares, upon request of Subscriber, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for Underlying Shares subject the placement of a legend thereon, the Company shall cause its transfer agent to legend removal hereunder shall be transmitted by electronically transmit the Transfer Agent to the Purchaser unlegended shares by crediting the account of the PurchaserSubscriber’s prime broker with the Depository Trust Company System as directed by such Purchaserthrough its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend The legends set forth in Section 4.1(b4.8(b) hereof): above shall be removed and the Company shall instruct its transfer agent for the Common Stock (the “Transfer Agent”) to register the Shares in book-entry form free and clear of such legends or any other legends by electronic delivery at the applicable balance account at the Depository Trust Company, if (i) while a such Shares have been resold under an effective registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is not an Affiliate of such Underlying Shares pursuant to Rule 144the Company), (iii) if such Underlying Shares are eligible for sale resale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC). The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale of the Shares, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent in connection with the removal of legends pursuant to this Section 7.6. Following Rule 144 becoming available for the resale of the Shares without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall issue, or shall cause Company counsel or other counsel satisfactory to the Transfer Agent during to issue to the time Transfer Agent a letter of instruction stating that any and all restrictive legends under the Securities Act may be removed. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of the aforedescribed conditions apply, to effect such opinion or the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may legends shall be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued borne by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser4.8(b).

Legend Removal. Certificates evidencing the shares of common stock issued upon conversion of Notes (“Underlying Shares Shares”) shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) required under the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company Borrower to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iviii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionany agency or trading market with regard to applicable law). The Company Borrower shall cause its counsel to issue a legal opinion to V Stock (together with any successor transfer agent the “Transfer Agent”) promptly after the Effective Date if required by the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are Series E Preferred Stock is converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all United States legends. The Company Borrower agrees that following such time as all such legend is legends are no longer required under this Section 4.1(d4.7(c), it will, no later than five two (2) Trading Days (which shall mean any day the Company’s principal trading market is open) following the delivery by the Purchaser such Lender to the Company Borrower or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Lender a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Borrower shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company Borrower may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14.7. Certificates for Underlying Shares subject to legend removal hereunder shall shall, if possible, be transmitted by the Transfer Agent to the Purchaser such Lender by crediting the account of the Purchasersuch Xxxxxx’s prime broker with the Depository Trust Company Borrower System as directed by such PurchaserXxxxxx.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five fifteen Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth fifteenth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates To the extent that the Company is able to do so, certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares Securities shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (iii)(A) following any sale of such Underlying Shares Securities pursuant to all applicable provisions of Rule 144, if available, (iiiB) if such Underlying Shares Securities are eligible for sale under Rule 144, Note and Warrant Purchase Agreement without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144 as to such Underlying Shares Securities and without volume or manner-of-sale restrictions restrictions, or (ivC) if such legend is not required under applicable requirements of the U.S. Securities Act (including judicial interpretations and pronouncements issued by the staff holder of the Commission)Securities has provided to the Company an opinion of counsel of recognized standing or other evidence of exemption in form and substance reasonably satisfactory to the Company to the effect that the legend is no longer required under the U.S. Securities Act, and (ii) if such legend is not required under applicable Canadian securities laws. The In relation to (i)(A) and (B) above, the Company shall use commercially reasonable efforts to cause its legal counsel to issue a legal opinion to the Transfer Agent during applicable transfer agent for the time any of Securities promptly if required by the aforedescribed conditions apply, transfer agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement , provided that (x) legal counsel to cover the resale of Company agrees that the corresponding Underlying Shares, or if such Underlying Shares legend may be sold under Rule 144 or if such legend is not otherwise required removed under applicable requirements securities laws and (y) the holder of the Securities Act (including judicial interpretations has provided to such legal counsel all necessary representation letters and pronouncements issued other evidence as may reasonably be required by legal counsel to satisfy legal counsel that the staff of legend may be removed under applicable securities law and to permit legal counsel to issue the Commission) then such Underlying Shares shall be issued free of all legendslegal opinion. The Company agrees that following at such time as such legend is no longer required under this Section 4.1(d)3.5, it will, no later than five Trading Days three business days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent of a certificate representing Underlying SharesSecurities, as applicablethe case may be, issued with a restrictive legend (such fifth Trading Daylegend, and, where required, delivery to the “Legend Removal Date”)Company’s legal counsel of any required representation letters and other evidence as may be required pursuant to this Section 3.5, deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserlegends.

Legend Removal. Certificates evidencing the Underlying Shares and Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares and Warrant Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to promptly issue a legal opinion to the Transfer Agent during if required by the time any of the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying the Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such the Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to In lieu of delivering physical certificates representing the unlegended shares, upon request of the Purchaser, so long as the certificates therefor do not bear a legend removal hereunder shall be transmitted by the Transfer Agent to and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of the Purchaser’s prime broker with DTC through its DWAC system, provided that the Depository Trust Company System as directed by such PurchaserCompany’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. (a) Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof5.11(a): (i) while following a sale of such Shares pursuant to a registration statement covering the resale of such security Shares, while such registration statement is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, 144 or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or under Rule 144. (ivb) if such legend is Certificates evidencing the Shares shall not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of contain the legend hereunder. If all or any Notes are converted or any portion set forth in Section 5.11(c) following: (i) a sale of such Shares pursuant to a Warrant is exercised at a time when there is an effective registration statement to cover covering the resale of the corresponding Underlying such Shares, or if while such Underlying registration statement is effective under the Securities Act, (ii) any sale of such Shares may be sold under pursuant to Rule 144 or if such legend is not otherwise required under applicable requirements (iii) the expiration of the Securities Act Standstill Term (including judicial interpretations as defined in the Investor Agreement), the Lock-Up Term (as defined in the Investor Agreement) and pronouncements issued by the staff Voting Agreement Term (as defined in the Investor Agreement); provided that any transfer described in clause (i) or (ii) above shall have been in compliance with all applicable provisions of the CommissionInvestor Agreement. (c) then such Underlying Shares shall be issued free of all legends. The Company agrees that following at such time as such any legend set forth in Section 5.11 is no longer required under this Section 4.1(d)10.4, it the Company will, no later than five Trading three (3) Business Days following the delivery by the Purchaser Investor to the Company or notice by the Investor to the Company of delivery by the Investor to the Transfer Agent of a certificate representing Underlying Shares, as applicable, Shares issued with a restrictive such legend (such fifth Trading Day, together with any legal opinion required by the “Legend Removal Date”Transfer Agent), deliver or cause to be delivered to such Purchaser the Investor a certificate representing such shares Shares that is free from all restrictive and other legends (howeversuch legend, or, in the Corporation shall use reasonable best efforts to deliver event that such shares within three (3) Trading Days)are uncertificated, remove any such legend in the Company’s stock records. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser5.11.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the The legend set forth in Section 4.1(b) hereof): 5.5 above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) while a registration statement covering the such Shares are registered for resale of such security is effective under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the applicable Registration Statement, such Purchaser agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) following any sale of such Underlying Shares are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares securities and without volume or manner-of-sale restrictions or restrictions. Following the earlier of (ivi) if such legend is not required under applicable requirements the effective date of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover initial Registration Statement covering the resale of the corresponding Underlying Shares (the “Effective Date”) or (ii) Rule 144 becoming available for the resale of Shares, or if such Underlying Shares may without the requirement for the Company to be sold in compliance with the current public information required under Rule 144 as to such securities and without volume or if manner-of-sale restrictions, the Company shall deliver to the Company’s transfer agent irrevocable instructions that the transfer agent shall reissue a certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued shall be borne by the staff of Company. Following the Commission) then Effective Date, or at such Underlying Shares shall be issued free of all legends. The Company agrees that following such earlier time as such a legend is no longer required under this Section 4.1(dfor certain Shares (in which case a Purchase shall also be required to provide reasonable assurances (in the form of seller and, if applicable, broker representation letters), it will, the Company will no later than five Trading Days three trading days following the delivery by the a Purchaser to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate representing Underlying SharesShares (endorsed or with stock powers attached, as applicablesignatures guaranteed, issued with a restrictive legend (such fifth Trading Day, and otherwise in form necessary to affect the “Legend Removal Date”reissuance and/or transfer), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such shares Shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1legends. Certificates for Underlying Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent transfer agent to the a Purchaser by crediting the account of the such Purchaser’s prime broker with the Depository Trust Company System DTC as directed by such Purchaser.

Legend Removal. Certificates evidencing the Mergeco Shares or Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five the sooner of two (2) Trading Days or the Standard Settlement Period following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing the Mergeco Shares or Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, earlier date being the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days)legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates (a) The Company agrees that certificates evidencing the Underlying Conversion Shares and the Warrant Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under by then applicable requirements of the Securities Act securities laws (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission) then such Underlying Shares shall be issued free or provided for under Section 5.10 of all legendsthis Agreement. The Company agrees that following such time as such Consequently, in respect of any certificates which contain a legend which is no longer required under this Section 4.1(d)so required, it will, no later than five Trading Days following the delivery by the Purchaser to the Company or will use its best efforts to cause the Transfer Agent legend permitted under Section 5.10 of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), this Agreement to be removed and deliver or cause to be delivered to such Purchaser a certificate representing such shares that is Securities free from all such restrictive and other legends legend within five (however5) business days following proper delivery by such Purchaser to the Company's transfer agent of a certificate representing the Conversion Shares or the Warrant Shares, as the Corporation shall use reasonable best efforts case may be, unless the failure to deliver such shares within three (3) Trading Days)certificate in a timely manner is a result of force majeure. The Company may not make any notation notations on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted except in accordance with applicable laws and regulations, if any. (b) The Company agrees that, unless otherwise required under then applicable securities laws (including judicial interpretations and pronouncements issued by the Transfer Agent Staff of the Commission), in the event that a registration statement covering the resale of Conversion Shares and/or Warrant Shares is declared effective by the Commission and during the period during which such registration statement is effective, in order to facilitate the resale of the shares covered by such registration statement the Company will use its best efforts to cause the Company's transfer agent to deliver to each holder of such shares covered by such registration statement a certificate or certificates not containing the restrictive legend referenced in the preceding paragraph on the terms and conditions set forth in the next succeeding sentence. The Company will use its best efforts to cause the transfer agent to deliver such replacement certificate or certificates within five (5) business days following proper delivery by the applicable Purchaser to the Purchaser by crediting the account Company's transfer agent of the certificate or certificates evidencing the applicable Conversion Shares and/or Warrant Shares (c) In order to induce the Company to remove legends as provided in Section 8.10(b), each Purchaser’s prime broker with , severally, agrees that the Depository Trust Company System removal of the restrictive legend from certificates representing Securities as directed set forth in Section 8.10 is predicated upon the Company's reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. 9. FOR RESIDENTS OF ALL STATES: NEITHER THE SECURITIES OFFERED HEREBY OR THE SECURITIES INTO WHICH SUCH SECURITIES MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 10. No Waiver. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by such Purchaserthe Purchasers, the Purchasers do not thereby or in any manner waive any rights granted to the Purchasers under federal or state securities laws.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal DateDalx”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any effective date of a registration statement if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing To the Underlying extent the resale of any issued Shares shall not contain any legend or Warrant Shares is registered under the Securities Act pursuant to an effective Registration Statement, the Company agrees to promptly (“Unlegended Shares”i) (including authorize the removal of the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of 3.6 and any other legend not required by applicable law from such security is effective under the Securities ActShares or Warrant Shares, (ii) following cause the Transfer Agent to issue such Shares or Warrant Shares without such legends to the holders thereof by electronic delivery at the applicable balance account at the Depository Trust Company upon surrender of any sale of share certificates evidencing such Underlying Shares pursuant to Rule 144, or Warrant Shares and (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall Transfer Agent, cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of any restrictive legends and provide all other opinions as may be reasonably required by the transfer agent in connection with the removal of legends (all such opinions “TA Legal Opinions”). The Company’s obligation to remove legends under this Section 4.10 may be conditioned upon the Purchaser providing a customary representation letter. The Purchaser may request that the Company remove, and the Company agrees to authorize, including through the issuance of TA Legal Opinions by the Company’s counsel, the removal of any legend hereunder. If all from any Shares or Warrant Shares issued to such Purchaser (i) within two Trading Days following any Notes are converted sale, or any portion of certification by a Warrant is exercised at a time when there is an effective registration statement to cover the resale Purchaser of the corresponding Underlying Sharesexpected sale, of such Shares or Warrant Shares pursuant to Rule 144, (ii) if such Underlying Shares may be sold or Warrant Shares are eligible for sale under Rule 144 or if such legend following the expiration of the holding requirement under subparagraphs (b)(1)(i) and (d) thereof and the Purchaser is not otherwise required under applicable requirements an affiliate of the Securities Act Company, in each case following receipt from the Purchaser of an appropriate certification to such effect or (including judicial interpretations iii) following the time that the Registration Statement is declared effective and pronouncements issued by while it remains effective. Following the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such a legend is no longer required for the Shares or Warrant Shares under this Section 4.1(d)4.10, it the Company will, no later than five two Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a legended certificate representing Underlying Sharessuch securities (if any) (or a request for legend removal, as applicable, in the case of the Shares or Warrant Shares issued with a restrictive legend in book-entry form) and appropriate certifications that the applicable requirements have been satisfied (such fifth Trading Day, the “Legend Removal Securities Delivery Date”), deliver or cause to be delivered to such Purchaser a certificate evidence of book entry positions representing such shares securities that is free from all restrictive and other legends or, in the case of Shares or Warrant Shares, if requested by Purchaser, by crediting such Shares or Warrant Shares to the account of the Purchaser or its prime broker or other designee with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (however“DWAC”) if the Company is then a participant in such system (“DWAC Delivery”); if the Company fails for any reason to deliver Shares or Warrant Shares via DWAC Delivery (if the Company is then a participant in DWAC) to a Purchaser as required by this Section 4.10 (other than a failure caused by incorrect or incomplete information provided by Purchaser to the Company), and if after such Securities Delivery Date such Purchaser is required to or otherwise purchases (in an open market transaction or otherwise), shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the Shares or Warrant Shares which such Purchaser was entitled to receive relating to such Securities Delivery Date (a “Buy-In”), then the Company shall pay in cash to such Purchaser (in addition to any other remedies available to or elected by such Purchaser) the amount by which (x) such Purchaser’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the lesser of the (a) the number of shares of Common Stock so purchased and (b) the aggregate number of Shares or Warrant Shares that such Purchaser was entitled to receive for the Securities Delivery Date multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions). For example, if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to Shares or Warrant Shares that were not delivered via DWAC Delivery by the Securities Delivery Date with respect to which the actual sale price (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, the Corporation Company shall use reasonable best efforts be required to deliver pay such shares Purchaser $1,000. The Purchaser shall provide the Company written notice, within three (3) Trading Days)Business Days after the occurrence of a Buy-In, indicating the amounts payable to such Purchaser in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by the Company. The Company may not make Nothing herein shall limit a Purchaser’s right to pursue any notation on its records other remedies available to it hereunder, at law or give instructions in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Transfer Agent that enlarge Company’s failure to timely deliver the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent or Warrant Shares via DWAC Delivery as required pursuant to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserterms hereof.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d4.1(c), it will, no later than five Trading Days following the delivery by the a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend legends set forth in Section 4.1(b) hereof): (i) stipulated in NI 45-102 as of the date which falls four months and one day from the date of issuance of the Convertible Debenture; (ii) required under the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionany agency or Trading Market with regard to Applicable Law). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during promptly after the time any of Effective Date if required by the aforedescribed conditions apply, Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are the Convertible Debenture is converted or any portion of a Warrant is the Warrants are exercised (i) on or after such day which falls four months and one day from the date of issuance of the Convertible Debenture, then such Underlying Shares shall be issued free of all Canadian legends; or (ii) at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all United States legends. The Company agrees that following such time as all such legend is legends are no longer required under this Section 4.1(d), it will, no later than five (5) Trading Days following the delivery by the such Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation Company shall use reasonable best efforts to deliver such shares within three two (32) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14. Certificates for Underlying Shares subject to legend removal hereunder shall shall, if possible, be transmitted by the Transfer Agent to the such Purchaser by crediting the account of the such Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.