Common use of Legend Removal Clause in Contracts

Legend Removal. The legends set forth in Section 4.8(b) 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) such Shares have been resold under an effective registration statement under the Securities Act, (ii) 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and the Company shall instruct shall, at its transfer agent for the Common Stock (the “Transfer Agent”) sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to register the Shares in book-entry form free and clear of such legends an effective Secondary Registration Statement, under Rule 144, or any other legends by electronic delivery at exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, within the Standard Settlement Period of such notice if such notice is received before 5:00 p.m. on a Business Day (ii) and if such Shares are sold or transferred in connection with notice is received after 5:00 p.m. Eastern time on a resale transaction in compliance with Rule 144 (if Business Day, within the transferor is not an Affiliate of Standard Settlement Period from the Companyfollowing Business Day), cause its transfer agent to timely prepare and deliver certificates or (iii) book-entry shares representing the Shares and Warrant Shares to be delivered to a transferee pursuant to such Shares are eligible for resale under Rule 144sale, without the requirement for which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, 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. The Company further agrees that it shall shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) after while the effective date of a registration statement registering the resale of the SharesSecondary Registration Statement is effective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Secondary Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to Rule 144 or any other applicable exemption from the registration requirements under the Securities Act, or (ii) following the time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than the Standard Settlement Period following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 7.6. Following Rule 144 becoming available for 8.9 is predicated upon the resale Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the SharesSecurities Act, without the requirement for including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as foregoing effect. Prior to the Shares Company and without volume or manner-of-sale restrictions, the Company, upon the request its transfer agent agreeing to a form of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company representation letter to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.

Legend Removal. The legends set forth in Section 4.8(b) above Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be removed free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall instruct shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the 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 agent: (i) such Shares have been resold under an effective registration statement under while the Securities Act, (ii) such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor Registration Statement is not an Affiliate of the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale of the Shareseffective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to this Section 7.6. Following Rule 144 becoming available for the resale of the Shares144, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the (ii) if such Conversion Shares are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement for time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be in compliance delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the current public information Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer AgentConversion Shares, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends Conversion Shares shall be borne by issued without the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer restrictive legends set forth in Section 4.8(b4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, other than with respect to including any lock-up restrictions in connection with Section 7.3applicable prospectus delivery requirements, or an exemption therefrom.

Legend Removal. The Certificates evidencing the Registrable Securities shall not contain any legend (“Unlegended Shares”) (including the legends set forth in Section 4.8(b9(b) 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 hereof): (i) such Shares have been resold required under an effective the Securities Act while a registration statement covering the resale of such security is effective under the Securities Act, (ii) if 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 the Company), or (iii) such Underlying Shares are eligible for resale 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 Shares and without volume or manner-of-sale restrictions. 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 or (iii) if such legend is not required under applicable requirements of the Purchaser, Securities Act (including judicial interpretations and pronouncements issued by the staff of any agency or Trading Market (as defined in the Certificate of Designations) with regard to applicable law). The Company shall cause Company its counsel or other counsel satisfactory to issue a legal opinion to the Transfer Agent to issue to promptly after the Effective Date if required by the Transfer Agent a legal opinion stating that to effect the removal of the legend hereunder. If the Shares are eligible for sale converted or any portion of the AIRs are exercised at a time when there is an effective registration statement to cover the resale of the Registrable Securities, or if such Registrable Securities may be sold under Rule 144 without or if such legend is not otherwise required under applicable requirements of the requirement for Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Registrable Securities shall be issued free of all United States legends. The Company agrees that following such time as all such legends are no longer required under this Section 9(d), it will, no later than five (5) Trading Days following the delivery by such Purchaser to the Company or the Transfer Agent of a certificate representing Registrable Securities, as applicable, issued with a restrictive legend (such fifth (5th) Trading Day, the “Legend Removal Date”), deliver or cause to be in compliance with the current public information required under Rule 144 as delivered to such securities Purchaser a certificate representing such shares that is free from all restrictive and without volume or manner-of-sale restrictions. Any fees other legends (with respect however, the Company shall use reasonable efforts to the Transfer Agent, Company counsel or otherwisedeliver such shares within two (2) associated with the issuance of such opinion or the removal of such legends shall be borne by the CompanyTrading 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 4.8(b)9. Certificates for Registrable Securities subject to legend removal hereunder shall, other than if possible, be transmitted by the Transfer Agent to such Purchaser by crediting the account of such Purchaser’s prime broker with respect to any lock-up restrictions in connection with Section 7.3the Depository Trust Company System as directed by such Purchaser.

Legend Removal. The legends set forth in Section 4.8(bCompany shall, at its sole expense, upon appropriate notice from the Purchaser stating that Registrable Securities have been sold pursuant to an effective Secondary Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within two (2) above Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Warrant Shares to be delivered to a transferee pursuant to such sale, which certificates or book-entry shares shall be removed free of any restrictive legends and in such denominations and registered in such names as the Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent to provide opinions as may reasonably be required by the transfer agent in connection with the removal of legends, subject to the requirements under the Securities Act and the rules and regulations promulgated thereunder. The Purchaser may request that the Company remove, and the Company shall instruct its agrees to authorize the removal of, any legend from such Securities, following the delivery by the Purchaser to the Company or the Company’s transfer agent for of either a legended certificate representing such Securities or, if the Common Stock (the “Transfer Agent”) to register the Shares Securities are issued in book-entry form free and clear form, a written request for legend removal: (i) following any sale of such legends Securities pursuant to Rule 144 or any other legends by electronic delivery at applicable exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, (ii) if such Shares Securities are sold or transferred in connection with a resale transaction in compliance with eligible for sale under Rule 144 (if the transferor is not an Affiliate of the Company144(b)(1), or (iii) such Shares are eligible for resale under Rule 144following the time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, without the requirement for the Company will, no later than two (2) Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be in compliance delivered to the Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the current public information required under Rule 144 Depository Trust Company (“DTC”) as to such Shares and without volume or manner-of-sale restrictionsdirected by the Purchaser. The Company further warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If the Purchaser effects a transfer of the Securities in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Purchaser to effect such transfer. The Purchaser hereby 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 the restrictive legend pursuant to this Section 7.6. Following Rule 144 becoming available for 8.7 is predicated upon the resale Company’s reliance that the Purchaser will sell any such Securities pursuant to either the registration requirements of the SharesSecurities Act, without including any applicable prospectus delivery requirements, or an exemption therefrom, and the requirement for Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as foregoing effect. Prior to the Shares Company and without volume or manner-of-sale restrictions, the Company, upon the request its transfer agent agreeing to a form of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company representation letter to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers.

Legend Removal. The legends set forth in Section 4.8(b) above Upon request of the Purchaser, and if such legend is no longer required under the 1933 Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate for any Conversion Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing such Conversion Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. A Purchaser may request that the Company remove, and the Company shall instruct its transfer agent for agrees to authorize the Common Stock removal of, any legend from the Conversion Shares, upon the earliest of (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 (ix) such time as the Conversion Shares have been resold under are subject to an effective registration statement under covering the Securities Actresale of such Conversion Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if 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 the Company), or (iii) such Conversion Shares are eligible for resale sale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144 as 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 9.02, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Series F Preferred Stock into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without volume or manner-of-sale restrictionsthe restrictive legends set forth in Section 9.01. The Company further Each Purchaser hereby 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 the restrictive legend pursuant to this Section 7.6. Following Rule 144 becoming available for 9.02 is predicated upon the resale Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the SharesSecurities Act, 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 including any applicable prospectus delivery requirements, or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3an exemption therefrom.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and the Company shall instruct shall, at its transfer agent for the Common Stock (the “Transfer Agent”) sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to register the Shares in book-entry form free and clear of such legends an effective Registration Statement, under Rule 144, or any other legends by electronic delivery at exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, within two (ii2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Shares are sold and Warrant Shares to be delivered to a transferee pursuant to such sale, which certificates or transferred book-entry shares shall be free of any restrictive legends and in connection with a resale transaction such denominations and registered in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)such names as such Purchaser may request. Further, or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) after while the effective date of a registration statement registering the resale of the SharesRegistration Statement is effective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to this Section 7.6. Following Rule 144 becoming available for or any other applicable exemption from the resale of registration requirements under the SharesSecurities Act, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares (ii) if such Securities are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement time that the Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.10 is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsforegoing effect. Any fees (with respect Prior to the Transfer Agent, Company counsel or otherwise) associated with the issuance and its transfer agent agreeing to a form of such opinion or the removal of such legends shall representation letter to be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.

Legend Removal. The legends Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.8(b4.1(b) 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 hereof): (i) such Shares have been resold under an effective 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 Conversion Shares are sold or transferred in connection with a resale transaction in compliance with and Warrant Shares pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Shares are eligible for resale under Rule 144, without the requirement for the Company to be in compliance with the current public information legend is not required under Rule 144 as to such Shares applicable requirements of the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictionspronouncements issued by the staff of the Commission). 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 a legal opinion to the Transfer Agent, Agent promptly after the Effective Date if required by the Transfer AgentAgent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised, or Shares are converted, at a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the time when there is an 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 cover the resale of the Warrant Shares or Conversion Shares, without the requirement for the Company to as applicable, or if such Warrant Shares or Conversion Shares, as applicable, may be in compliance with the current public information required 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 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 two (2) Trading Days following the delivery by a Purchaser to the Shares and without volume Company or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to of a certificate representing the Transfer Agent Conversion Shares or Warrant Shares, as applicable, issued with a legal opinion stating that restrictive legend (such second Trading Day, the Shares are eligible for sale under Rule 144 without the requirement for the Company “Legend Removal Date”), deliver or cause to be in compliance with the current public information required under Rule 144 as delivered to such securities Purchaser a certificate representing such shares that is free from all restrictive and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Companyother 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 4.8(b)4. In lieu of delivering physical certificates representing the unlegended shares, other than upon request of a Purchaser, so long as the certificates therefor do not bear a legend 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 Purchaser’s prime broker with respect to any lock-up restrictions the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in connection with Section 7.3the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and the Company shall instruct shall, at its transfer agent for the Common Stock (the “Transfer Agent”) sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to register the Shares in book-entry form free and clear of such legends an effective Secondary Registration Statement, under Rule 144, or any other legends by electronic delivery at exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, within two (ii2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Shares are sold and Warrant Shares to be delivered to a transferee pursuant to such sale, which certificates or transferred book-entry shares shall be free of any restrictive legends and in connection with a resale transaction such denominations and registered in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)such names as such Purchaser may request. Further, or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) after while the effective date of a registration statement registering the resale of the SharesSecondary Registration Statement is effective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Secondary Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to this Section 7.6. Following Rule 144 becoming available for or any other applicable exemption from the resale of registration requirements under the SharesSecurities Act, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares (ii) if such Securities are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in | such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.9 is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsforegoing effect. Any fees (with respect Prior to the Transfer Agent, Company counsel or otherwise) associated with the issuance and its transfer agent agreeing to a form of such opinion or the removal of such legends shall representation letter to be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and Upon the written request by the Investor to the Company shall instruct its transfer agent for if, at the Common Stock (the “Transfer Agent”) to register the Shares in book-entry form free and clear time of such legends or any other legends by electronic delivery at request, the applicable balance account at the Depository Trust Company, if Investor (i) such Shares have is not, and has not been resold under an effective registration statement under during the Securities Actpreceding three months, (ii) 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 the Company), or (ii) has held the applicable Purchase Agreement Securities subject to such request for at least one year as determined in accordance with Rule 144, (iii) such Shares are eligible for resale under Rule 144, without all of the requirement for the Company to be in compliance with the current public information required under other requirements of Rule 144 as to such Shares and without volume or manner-of-sale restrictions. 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 Sharesapplicable Purchase Agreement Securities subject to such request are satisfied and (iv) concurrently with such request, without the requirement for the Company Investor delivers 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 its counsel, the request of Transfer Agent, and the PurchaserADS Depositary a customary written certification that the requirements set forth in the foregoing clauses (i) through (iii) are accurate, shall cause the Company counsel or other counsel satisfactory shall, no later than one (1) Trading Day following the delivery by the Investor to the Transfer Agent and/or ADS Depositary, as applicable, of one or more legended certificates or book-entry statements representing any Purchase Agreement Securities subject to such request, together with such other documentation from the Investor and its designated broker-dealer as the Transfer Agent and/or ADS Depositary, as applicable, deem reasonably necessary and appropriate, authorize the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer thereof) contemplated by Section 9.1 affixed to the Purchase Agreement Securities (as applicable) subject to such request. At the times the Company authorizes the removal of the Securities Act restrictive legends on the Purchase Agreement Securities subject to such request (and any stop transfer instructions placed against transfer thereof) pursuant to this Section 9.2, the Company shall, at its sole expense, use its commercially reasonable efforts to cause its legal counsel to issue to the Transfer Agent and/or ADS Depositary, as applicable, a legal opinion stating that or direction letter authorizing the Shares are eligible for sale under Rule 144 without Transfer Agent and/or ADS Depositary, as applicable, to remove the requirement for Securities Act restrictive legends contemplated by Section 9.1 on the Company to be in compliance with the current public information required under Rule 144 Purchase Agreement Securities (as applicable) subject to such securities and without volume request (which legal opinion or manner-of-sale restrictions. Any fees (with respect direction letter may be delivered to the Transfer AgentAgent and/or ADS Depositary, Company counsel or otherwise) associated with as applicable, in advance setting forth the issuance of such opinion or conditions to the removal of such legends legends). The Company shall be responsible for the fees of its Transfer Agent and ADS Depositary and the Company’s legal counsel associated with any such legend removals. If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent and/or ADS Depositary, as applicable, in accordance with this Section, the Investor shall have the right to provide an opinion of counsel selected by the Investor, the cost of which shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3.

Legend Removal. The legends set forth in Section 4.8(bCompany shall, at its sole expense, upon appropriate notice from a Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within one (1) above Business Day of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Securities to be delivered to a transferee pursuant to such sale, which certificates or book-entry shares shall be removed free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent to provide opinions as may reasonably be required by the transfer agent in connection with the removal of legends, subject to the requirements under the Securities Act and the rules and regulations promulgated thereunder. A Purchaser may request that the Company remove, and the Company shall instruct its agrees to authorize the removal of, any legend from such Securities, following the delivery by such Purchaser to the Company or the Company’s transfer agent for of either a legended certificate representing such Securities or, if the Common Stock (the “Transfer Agent”) to register the Shares Securities are issued in book-entry form free and clear form, a written request for legend removal: (i) following any sale of such legends Securities pursuant to Rule 144 or any other legends by electronic delivery at applicable exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, (ii) if 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares Securities are eligible for sale under Rule 144 without 144(b)(1) or (iii) such Securities have been sold or transferred pursuant to an effective registration statement. If a legend removal request is made pursuant to the requirement foregoing, the Company will, no later than one (1) Business Day following the delivery by such Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by such Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to such Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Xxxxxx. If the Purchaser effects a transfer of the Securities in accordance with Section 2.8, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Holder to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 2.8 is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and the Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsforegoing effect. Any fees (with respect Prior to the Transfer Agent, Company counsel or otherwise) associated with the issuance and its transfer agent agreeing to a form of such opinion or the removal of such legends shall representation letter to be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers.

Legend Removal. The A Holder may request that Purchaser remove, and Purchaser shall use its commercially reasonable efforts to cause the removal of the restrictive legends set forth in Section 4.8(b) 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 from (i) such Shares have been resold any Consideration Share being sold under an effective registration statement under covering the resale thereof or pursuant to Rule 144 of the Securities Actand Exchange Commission (the “SEC”) (to the extent available at the time of sale of such Consideration Share (the “Unrestricted Condition”)). If a legend removal request is made pursuant to the foregoing, and subject to the Holder providing customary representations and other documentation, if any, as reasonably requested by Purchaser, its counsel or its transfer agent (ii) 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 the Company“Transfer Documents”), Purchaser will, no later than two (2) Trading Days following the delivery by a Holder to Purchaser or (iii) Purchaser’s transfer agent of a legended certificate representing such Shares are eligible for resale under Rule 144Consideration Share, without the requirement for the Company deliver or cause to be in compliance delivered to such Holder an electronic statement from the transfer agent showing that the book-entry position is free from all applicable restrictive legends; provided, however, that, at the request of a Holder, any Consideration Share free from all restrictive legends shall be transmitted by Purchaser’s transfer agent to a Holder by crediting the account of such Hxxxxx’s prime broker with the current public information required under Rule 144 Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian system, as directed by such Holder and subject to such Shares and without volume or manner-of-sale restrictionsHolder providing all Transfer Documents. The Company further agrees that it Without limiting the obligations of a Holder pursuant to the foregoing, Purchaser shall use its commercially reasonable efforts to cause its counsel (i) after the effective date of to deliver a registration statement registering the resale of the Shareslegal opinion, if necessary, to issue its transfer agent under this Section 2.9(c) 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 effect that the removal of such restrictive legends pursuant to this Section 7.6. Following Rule 144 becoming available for in such circumstances may be effected under the resale United States Securities Act of 1934, as amended (the Shares“Securities Act”), 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, each case upon the request receipt of customary representations and other documentation, if any, from the PurchaserHolder as reasonably requested by Purchaser its counsel, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating transfer agent establishing that the Shares restrictive legends are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsno longer required. Any fees (with respect to the Transfer Agent, Company counsel Purchaser’s transfer agent or otherwiseits counsel) associated with the issuance of such any required opinion or the removal of such legends legend shall be borne by Purchaser. For the Company. The Company may avoidance of doubt, Purchaser will not make have any notation on its records or give instructions obligation to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to reimburse any lock-up restrictions Holder for any of such Hxxxxx’s expenses in connection with Section 7.3such removal process.

Legend Removal. The Company shall use its commercially reasonable efforts to facilitate the removal of the legends set forth in Section 4.8(b) above 5.11 when it is legally permitted to do so or to facilitate any transfer of the Shares and/or Warrant Shares under Rule 144 that may be requested by Purchasers but shall not be removed and the obligated to incur any material costs or expenses in making such efforts other than as set forth herein. The Company shall instruct shall, at its sole expense, upon appropriate notice from any Purchaser stating that Shares and/or Warrant Shares have been sold pursuant to an effective registration statement, cause its transfer agent for the Common Stock within two (the “Transfer Agent”2) Business Days of such request to register the Shares in prepare and deliver certificates or book-entry form shares representing the Shares and/or Warrant Shares to be delivered to a transferee, which certificates or book-entry shares shall be free of any restrictive legends and clear of in such legends denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or any other legends by electronic delivery at counsel satisfactory to the applicable balance account at the Depository Trust Company, if transfer agent (i) such while the Registration Statement is effective, to issue to the transfer agent a legal opinion that the Registration Statement covering resales of the Shares have and the Warrant Shares has been resold under an declared effective registration statement by the Commission under the Securities Act, (ii) 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 transfer agent in connection with the removal of legends in connection with a sale made pursuant to this Section 7.6an effective Registration Statement. Following Rule 144 becoming available for In addition, a Purchaser may request that the resale of Company remove, and the Company agrees to authorize the removal of, any legend from such Shares and/or Warrant Shares, without following the requirement for delivery by a Purchaser to 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’s transfer agent of a legended certificate representing such Shares and/or Warrant Shares (1) following any sale of such Shares and/or Warrant Shares pursuant to Rule 144, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the (2) if such Shares and/or Warrant Shares are eligible for sale under Rule 144 without 144(b)(1). If a legend removal request is made pursuant to the requirement foregoing, the Company will, no later than two (2) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares and/or Warrant Shares (or a request for legend removal, in the case of Shares and/or Warrant Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Shares and/or Warrant Shares that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Shares and/or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. If a Purchaser effects a transfer of the Shares and/or Warrant Shares in accordance with this Section 8.5, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.5 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares and/or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as foregoing effect (and the representation letter agreed to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Purchasers and the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3the execution of this Agreement shall constitute a certificate reasonably satisfactory to the Company).

Legend Removal. The legends set forth in Section 4.8(b) 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) such Shares have been resold under an effective In connection with a transfer of Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within a prospectus and pursuant to the registration statement of which such prospectus forms a part and (ii) at any time following the Securities being eligible for resale under Rule 144 promulgated under the Securities Act, without restriction, upon the Subscriber’s request, subject to applicable law, as interpreted by the Company with the advice of counsel, and the receipt of any customary documentation required from the Subscriber in connection therewith (iiincluding a representation that the Subscriber will only sell the Securities in accordance with such registration statement or Rule 144 promulgated under the Securities Act, as applicable), the Company shall (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Securities being transferred and (b) cause its legal counsel (which may be internal counsel to the Company) to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under clause (a). In addition, the Company shall cooperate reasonably with, and take such Shares are sold customary actions as may reasonably be requested by the Subscriber, in connection with the aforementioned transfers; provided, however, that the Company shall have no obligation to participate in any “road shows” or transferred assist with the preparation of any offering memoranda or related documentation with respect to any transfer of Securities in any transaction that does not constitute an underwritten offering. The Company agrees to indemnify the transfer agent for the Securities as reasonably necessary and requested by the transfer agent to avoid the Subscriber of Securities having to provide a stock power with medallion guarantee in connection with a resale transaction in compliance with Rule 144 (if transfer of Securities. Following the transferor is not an Affiliate consummation of the Company)Transaction, or (iii) such Shares are eligible for resale under Rule 144, without the requirement for obligations of the Company to under this Section 5 shall be in compliance with the current public information required under Rule 144 as to such Shares assumed by PubCo and without volume or manner-of-sale restrictions. 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 references to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter Company shall refer 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3PubCo where applicable.

Legend Removal. The legends Certificates (or book entry positions) evidencing the Registrable Securities shall not contain any legend (including any legend set forth in Section 4.8(b) 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 Purchase Agreements): (i) such Shares have been resold under an while a Registration Statement is effective registration statement under the Securities Act, (ii) following any sale of such Shares are sold or transferred in connection with a resale transaction in compliance with Registrable Securities pursuant to Rule 144 (if promulgated under the transferor is not an Affiliate of the Company)Securities Act, or (iii) while such Shares Registrable Securities are eligible for resale under Rule 144, sale without the requirement for the Company to be in compliance with the current public information required restriction under Rule 144 as to or (iv) if such Shares legend is not required under applicable requirements of the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictionspronouncements issued by the Commission). The Company further agrees that it shall cause its counsel to issue any legal opinion or instruction required by the Company’s transfer agent to comply with the requirements set forth in this Section 3.7. At such time as a legend is no longer required for Registrable Securities under this Section 3.7, the Company will, no later than two (2) business days following the delivery by a Holder to the Company or the Company’s transfer agent of (i) after a certificate representing such Registrable Securities containing the effective date of legend or, (ii) if such Registrable Securities are uncertificated, a registration statement registering written request to remove the resale legend from the applicable book entry position (each of the Shares, to issue to the Transfer Agent, if required by the Transfer Agentforegoing clauses (i) and (ii), a “blanketLegend Removal Request” legal opinion and such second business day following a Legend Removal Request, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate (or book entry position statement) representing such Registrable Securities that is free from such removed legend. In addition to any other remedies available to such Holder, the Company shall pay to such Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Registrable Securities included in a Legend Removal Request (based on the volume-weighted average price of the Common Stock or other letter to allow sales applicable security on the date of the Legend Removal Request), $5.00 per trading day for each trading day after the Legend Removal Date until such Registrable Securities are delivered without restriction pursuant the removed legend, provided that such Xxxxxx has furnished to the effective registration statement Company and (ii) provide all other opinions of its legal counsel as may reasonably be standard and customary documentation required by the Transfer Agent in connection with the to facilitate removal of legends pursuant to this Section 7.6. Following Rule 144 becoming available for the resale of the Shareslegend, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a Company’s legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agentcounsel, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3acting reasonably.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that the Company shall instruct Shares and/or Warrant Shares have been sold pursuant to an effective registration statement, cause its transfer agent for the Common Stock (the “Transfer Agent”) to register the Shares in timely prepare and deliver certificates or book-entry form shares representing the Shares and/or Warrant Shares to be delivered to a transferee pursuant to the registration statement, which certificates or book-entry shares shall be free of any restrictive legends and clear of in such legends denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or any other legends by electronic delivery at counsel satisfactory to the applicable balance account at the Depository Trust Company, if transfer agent: (i) such Shares have been resold under an effective while the registration statement under the Securities Act, (ii) 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale of the Shareseffective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Shares and/or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares and/or Warrant Shares: (i) following any sale of such Shares and/or Warrant Shares pursuant to this Section 7.6. Following Rule 144 becoming available for the resale of the Shares144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the (ii) if such Shares and without volume or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the and/or Warrant Shares are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement time that the registration statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares and/or Warrant Shares (or a request for legend removal, in the case of Shares and/or Warrant Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Shares and/or Warrant Shares that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Shares and/or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. If a Purchaser effects a transfer of the Shares and/or Warrant Shares in accordance with this Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 5.11 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares and/or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3foregoing effect.

Legend Removal. The legends set forth in Section 4.8(b) above shall Upon request of the Purchaser, and upon receipt by the Company of an opinion of its counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall, at its sole expense, promptly cause the legend to be removed from any certificate for any Conversion Shares or Warrant Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new book entry evidence or certificate(s) representing the Conversion Shares or Warrant Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. A Purchaser may request that the Company remove, and the Company shall instruct its transfer agent for agrees to authorize the Common Stock removal of, any legend from such Conversion Shares or Warrant Shares, upon the earliest of (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 (ix) such time as the Conversion Shares have been resold under or Warrant Shares are subject to an effective registration statement under covering the Securities Actresale of such Conversion Shares or Warrant Shares and (y) following the delivery by a Purchaser to the Company or the Transfer Agent of a legended certificate representing such Conversion Shares or Warrant Shares: (i) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (ii) if such Conversion Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Warrant Shares are eligible for resale sale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144 as 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares and without volume or manner-of-sale restrictionsWarrant Shares. 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 Certificates for Conversion Shares or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide Warrant Shares free from all other opinions of counsel as restrictive legends may reasonably be required transmitted 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, Purchasers by crediting the Company, upon the request account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares or Warrant Shares in accordance with this Section 4.1, the Company shall cause Company counsel or other counsel satisfactory to permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the Transfer Agent applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a legal opinion stating that Purchaser effects a conversion of the Shares are eligible for sale under Rule 144 without into Conversion Shares or exercises the requirement for the Company to be in compliance with the current public information Warrants into Warrant Shares at a time when a legend is not required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer AgentConversion Shares or Warrant Shares, Company counsel such Conversion Shares or otherwise) associated with the issuance of such opinion or the removal of such legends Warrant Shares shall be borne by issued without the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer restrictive legends set forth in Section 4.8(b4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares or Warrant Shares pursuant to either the registration requirements of the Securities Act, other than with respect to including any lock-up restrictions in connection with Section 7.3applicable prospectus delivery requirements, or an exemption therefrom.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed Subject to the terms of the Warrant Agreement and the Notes, a Purchaser may request that the Company remove, and the Company shall instruct use its transfer agent for commercially reasonable efforts to cause the Common Stock (removal of the “Transfer Agent”) to register the restrictive legends from any Warrant 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 CompanyConversion Shares, if (i) such Shares have been resold as applicable, being sold under an effective registration statement covering the resale thereof or pursuant to Rule 144 (to the extent available at the time of sale of such Warrant Shares or Conversion Shares, as applicable (the “Unrestricted Condition”). If a legend removal request is made pursuant to the foregoing, and subject to the Purchaser providing customary representations and other documentation, if any, as reasonably requested by the Company, its counsel or its transfer agent (the “Transfer Documents”) the Company will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Warrant Shares or Conversion Shares, as applicable (or a request for legend removal, in the case of Warrant Shares or Conversion Shares, as applicable issued in book-entry form), deliver or cause to be delivered to such Purchaser an electronic statement from the transfer agent showing that the book-entry position is free from all applicable restrictive legends; provided, however, that, at the request of a Purchaser, Warrant Shares or Conversion Shares, as applicable free from all restrictive legends shall be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of such Purchaser’s prime broker with the Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian system, as directed by such Purchaser and subject to such Purchaser providing all Transfer Documents. If a Warrant or Conversion Shares, as applicable, is exercised at the time that the Unrestricted Condition would be applicable to the Warrant Shares or Conversion Shares, as applicable, issuable upon such exercise and the Purchaser provides the Transfer Documents, such Warrant Shares or Conversion Shares, as applicable, shall be issued free of any restrictive legend, stop transfer instructions or other restrictions on transfer. The Warrant Shares and Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Notes and the Warrant Agreement. Without limiting the obligations of the Company pursuant to the foregoing, the Company shall use its commercially reasonable efforts to cause its counsel to deliver a legal opinion, if necessary, to its transfer agent under this Section 6(b) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, (ii) such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (each case upon the receipt of customary representations and other documentation, if any, from the transferor is not an Affiliate of Purchaser as reasonably requested by the Company)Company its counsel, or (iii) such Shares the transfer agent establishing that restrictive legends are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsno longer required. Any fees (with respect to the Transfer Agent, Company counsel Company’s transfer agent or otherwiseits counsel) associated with the issuance of such any required opinion or the removal of such legends legend shall be borne by the Company. The For the avoidance of doubt, the Company may will not make have any notation on obligation to reimburse the Holder for any of its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions expenses in connection with Section 7.3such removal process.

Legend Removal. The legends set forth in Section 4.8(b) above Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Upon request of the Purchaser, and if such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate for any Conversion Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing the Conversion Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. A Purchaser may request that the Company remove, and the Company shall instruct its transfer agent for agrees to authorize the Common Stock removal of, any legend from such Conversion Shares, upon the earliest of (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 (ix) such time as the Conversion Shares have been resold under are subject to an effective registration statement under covering the Securities Actresale of such Conversion Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if 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 the Company), or (iii) such Conversion Shares are eligible for resale sale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144 as 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. Certificates for Conversion Shares and without volume or manner-of-sale restrictionsfree from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company further warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby 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 the restrictive legend pursuant to this Section 7.6. Following Rule 144 becoming available for 4.1(c) is predicated upon the resale Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the SharesSecurities Act, 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 including any applicable prospectus delivery requirements, or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3an exemption therefrom.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and In connection with the written request of any Holder, the Company shall instruct remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Holder’s and/or its transfer agent for affiliates’ or permitted transferee’s ownership of Registrable Securities, and promptly issue a certificate (or evidence of the Common Stock (the “Transfer Agent”) to register the Shares issuance of securities in book-entry form free and clear of form) without such legends restrictive legend or any other legends by electronic delivery at restrictive legend to the holder of the applicable balance account at the Depository Trust Companyshares of Registrable Securities upon which it is stamped, if (i) such Shares have Registrable Securities are registered for resale under the Securities Act and such Registration Statement for such Registrable Securities has not been resold under an effective registration statement suspended under the Securities Act, the Exchange Act or the rules and regulations of the Commission promulgated thereunder, (ii) such Shares Registrable Securities are sold or transferred in connection with a resale transaction in compliance with pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Shares Registrable Securities are eligible for resale under Rule 144, without sale pursuant to Section 4(a)(1) of the requirement for the Company to be in compliance with the current public information required under Securities Act or Rule 144 as to such Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall cause its counsel Following the earlier of (iA) after the effective date of a registration statement Registration Statement registering the resale of the Shares, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion such Registrable Securities or other letter to allow sales without restriction pursuant to the effective registration statement and (iiB) 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 such Registrable Securities without volume or manner-of-sale restrictions, the Company, Company upon the written request of the PurchaserHolder or its permitted transferee, shall cause Company counsel or other counsel satisfactory instruct the Company’s transfer agent to remove the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be legend from such Registrable Securities (in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionswhatever form). Any reasonable and documented fees (with respect to the Transfer Agenttransfer agent, Company counsel the Company’s counsel, or otherwise) associated with the issuance of such opinion or the removal of such legends legend shall be borne by the Company. The Company may not make any notation on its records or give instructions If a legend is no longer required pursuant to the Transfer Agent foregoing, the Company will, as soon as practicable following the delivery by any Holder or its permitted transferee to the Company or the transfer agent (with notice to the Company) of a legended certificate (if applicable) representing such Registrable Securities and, to the extent such sale is not pursuant to an effective registration statement, such other documentation as reasonably requested by the Company, deliver or cause to be delivered to the holder of such Registrable Securities a certificate representing such Registrable Securities (or evidence of the issuance of such Registrable Securities in book-entry form) that enlarge is free from all restrictive legends; provided that, notwithstanding the restrictions on foregoing, the Company will not be required to deliver any opinion, authorization, certificate or direction to remove the restrictive legend pursuant to this Section 3.6 if (x) removal of the legend would result in or facilitate transfer set forth of securities in Section 4.8(b)violation of applicable law or (y) following receipt of instruction from the Company, other than with respect the transfer agent refuses to any lock-up restrictions in connection with Section 7.3remove the legend.

Legend Removal. The legends set forth in Section 4.8(b) above Upon request of a Purchaser, and if such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate for any Warrant Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing such Warrant Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. A Purchaser may request that the Company remove, and the Company shall instruct its transfer agent for agrees to authorize the Common Stock removal of, any legend from the Warrant Shares upon the earliest of (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 (ix) such time as the Warrant Shares have been resold under are subject to an effective registration statement under covering the Securities Actresale of such Warrant Shares (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Warrant Shares: (i) following any sale of such Warrant Shares pursuant to Rule 144, (ii) if 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 the Company), or (iii) such Warrant Shares are eligible for resale sale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144 as 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Warrant Shares. Certificates for Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. If a Purchaser effects a transfer of the Warrant Shares in accordance with this Section 4.5, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects an exercise of the Pre-Funded Warrants for Warrant Shares at a time when a legend is not required with respect to the Warrant Shares, such Warrant Shares shall be issued without volume or manner-of-sale restrictionsany restrictive legends. The Company further Each Purchaser hereby agrees that it shall cause its counsel the removal of the restrictive legend pursuant to this Section 4.5 is predicated upon the Company’s reliance on Purchaser’s agreement that (i) after to the extent resales of the Warrant Shares are made pursuant to an effective date of a registration statement, that such resales will be made only during the time that such registration statement registering is effective and not withdrawn or suspended and only as permitted by such registration statement, and otherwise in compliance with the resale of the SharesSecurities Act (including applicable prospectus delivery obligations), 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 to the extent resales of counsel as may reasonably be required by the Transfer Agent in connection with the removal of legends Warrant Shares are made pursuant to this Section 7.6. Following Rule 144 becoming an available for exemption from the resale registration requirements of the SharesSecurities Act, without the requirement for the Company to such resales will be made only as permitted by such exemption and otherwise 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3.Securities Act..

Legend Removal. The legends Subsequent to a Qualified Offering, certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including the legend set forth in Section 4.8(b4.1(b) 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 hereof): (i) such Shares have been resold under an effective while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares are sold or transferred in connection with a resale transaction in compliance with pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Underlying Shares are eligible for resale 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 restrictionsrestrictions 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) (each such event being a “Legend Removal Qualification Event”). The Upon request by a holder of Underlying Shares, 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 a legal opinion to the Transfer Agent, if required by the Transfer Agent, promptly after a “blanket” legal opinion or other letter to allow sales without restriction pursuant Legend Removal Qualification Event and the delivery to the effective registration statement and (ii) provide all other opinions Company or the Company’s counsel by such holder of counsel as may reasonably be required Underlying Shares of reasonable certifications requested by the Transfer Agent Company or the Company’s counsel 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or to effect the removal of such legends shall be borne the legend hereunder with respect to any qualifying Underlying Shares. Following an applicable Legend Removal Qualification Event, the Company will no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Underlying Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), with reasonable certifications from the Purchaser requested by the CompanyCompany in order to effectuate a legend removal (such 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. 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 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.34.1.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and the Company shall instruct shall, at its transfer agent for the Common Stock (the “Transfer Agent”) sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to register the Shares in book-entry form free and clear of such legends an effective Secondary Registration Statement, under Rule 144, or any other legends by electronic delivery at exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, within the earlier of (i) two (2) Trading Days and (ii) the Standard Settlement Period, in each case, of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Shares are sold to be delivered to a transferee pursuant to such sale, which certificates or transferred book-entry shares shall be free of any restrictive legends and in connection with a resale transaction such denominations and registered in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)such names as such Purchaser may request. Further, or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) after while the effective date of a registration statement registering the resale of the SharesSecondary Registration Statement is effective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Secondary Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Shares or, if the Shares are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to this Section 7.6. Following Rule 144 becoming available for or any other applicable exemption from the resale of registration requirements under the SharesSecurities Act, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the (ii) if such Shares are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the Standard Settlement Period, in each case, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares (or a request for legend removal, in the case of Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.6 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsforegoing effect. Any fees (with respect Prior to the Transfer Agent, Company counsel or otherwise) associated with the issuance and its transfer agent agreeing to a form of such opinion or the removal of such legends shall representation letter to be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.

Legend Removal. The legends set forth in Section 4.8(b) above Upon request of any Purchaser, and if such legend is no longer required under the 1933 Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate for any Conversion Shares or Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing such Conversion Shares or Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. A Purchaser may request that the Company remove, and the Company shall instruct its transfer agent for agrees to authorize the Common Stock removal of, any legend from the Conversion Shares or the Shares, upon the earliest of (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 (ix) such time as the Conversion Shares have been resold under or the Shares, as applicable, are subject to an effective registration statement under covering the Securities Actresale of such Conversion Shares or Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares or Shares: (i) following any sale of such Conversion Shares or Shares pursuant to Rule 144, (ii) if such Conversion Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Shares are eligible for resale sale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144 as 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares or Shares. Certificates for Conversion Shares or Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. If a Purchaser effects a transfer of the Conversion Shares or Shares in accordance with this Section 9.02, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Series H Preferred Stock into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without volume or manner-of-sale restrictionsthe restrictive legends set forth in Section 9.01. The Company further Each Purchaser hereby 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 the restrictive legend pursuant to this Section 7.6. Following Rule 144 becoming available for 9.02 is predicated upon the resale Company’s reliance that such Purchaser will sell any such Conversion Shares or Shares pursuant to either the registration requirements of the SharesSecurities Act, 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 including any applicable prospectus delivery requirements, or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3an exemption therefrom.

Legend Removal. The legends set forth in Section 4.8(b) 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) such Shares have been resold under an effective registration statement under the Securities Act, (ii) 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3.

Legend Removal. The legends Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.8(b4.1(b) 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 hereof): (i) such Shares have been resold under an effective while any registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares are sold or transferred in connection with a resale transaction in compliance with Securities pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Shares are eligible for resale under Rule 144, without the requirement for the Company to be in compliance with the current public information legend is not required under Rule 144 as to such Shares applicable requirements of the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictionspronouncements issued by the staff of the Commission). The Company further agrees that it shall cause its counsel (i) after the effective date of to promptly issue a registration statement registering the resale of the Shares, to issue legal opinion to the Transfer Agent, Agent if required by the Transfer AgentAgent or if requested by the Holder to effect the removal of the legend hereunder. The Company shall allow the Transfer Agent to accept opinions from the Holder’s counsel and if the Transfer Agent accepts such opinion, a “blanket” legal the Company will be relieved of its obligation to provide such opinion or other letter to allow sales without restriction pursuant to the Transfer Agent. At a time when there is any effective registration statement to cover the resale of the Conversion Shares, or if 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 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 the earlier of (i) two (2) Trading Days and (ii) provide all other opinions the number of counsel Trading Days comprising the Standard Settlement Period (as may reasonably be required defined below) following the delivery by a Holder to the Company or the Transfer Agent in connection with of a certificate representing the removal of legends pursuant to this Section 7.6. Following Rule 144 becoming available for the resale of the Conversion Shares, without as applicable, issued with a restrictive legend (such date, the requirement for the Company “Legend Removal Date”), deliver or cause to be in compliance with the current public information required under Rule 144 as delivered to the Holder a certificate representing such Conversion Shares that is free from all restrictive and without volume or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Companylegends. 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 4.8(b)4. As used herein, other than “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 any lock-up restrictions the Common Stock as in connection with Section 7.3effect on the date of delivery of a certificate representing common stock issued without a restrictive legend.

Legend Removal. The legends Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Consent Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Consent Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Consent Shares may reasonably request in connection with a pledge or transfer of the Consent Shares, including, if the Consent Shares are subject to registration pursuant to Section 2.4 above, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing the Consent Shares shall not contain any legend (including the legend set forth in Section 4.8(b3.2(g) 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 hereof): (i) such Shares have been resold under an effective 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 Consent Shares are sold or transferred in connection with a resale transaction in compliance with pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Consent Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144 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 its transfer agent (“Transfer Agent”) or a Purchaser promptly after the Effective Date (as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to defined below) if required by the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. The Company agrees that following the Effective Date or at such legends shall time as such legend is no longer required under this Section 2.5, it will, no later than 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 a Purchaser to the Company or the Transfer Agent of a certificate representing Consent Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be borne by the Companydelivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.8(b)2.5. Certificates for Consent 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, other than (a) “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 any lock-up restrictions the Common Stock as in connection effect on the date of delivery of a certificate representing Consent Shares, as applicable, issued with Section 7.3a restrictive legend, and (b) “Effective Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Consent Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 or (c) following the one year anniversary of the issuance date of the Consent Shares provided that a holder of Consent Shares is not an Affiliate of the Company.

Legend Removal. The legends set forth On or after the date hereof, the Company shall, upon the Investor’s written request together with a representation of such Investor that (i) it intends to resell the Replacement Securities evidenced by the applicable Replacement Certificate(s) pursuant to Rule 144 (unless such Replacement Securities are subject to an effective Registration Statement) or (ii) the resale restrictions on the Replacement Securities have terminated pursuant to Rule 144(k), promptly cause certificates evidencing such Replacement Securities to be replaced with certificates which do not bear any restrictive legends. When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to the Investor within three (3) Business Days of submission by that Investor of legended certificate(s) to the Company (such third Business Day, the “Legend Removal Date”) and if on or after such Legend Removal Date the Investor purchases (in Section 4.8(ban open market transaction or otherwise) above shall be removed and Common Stock to deliver in satisfaction of a sale by the Investor of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall instruct promptly honor its transfer agent obligation to deliver to the Investor a certificate or certificates representing such number of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and, within three (3) Business Days after the Investor’s request, pay cash to the Investor in an amount equal to the excess (if any) of the Investor’s total purchase price (including brokerage commissions, if any) for the Common Stock it purchased in the Buy-In over the product of (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 (ia) such Shares have been resold under an effective registration statement under number of Common Stock that the Securities ActCompany was required to deliver to the Investor on the Legend Removal Date, times (iib) such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is not an Affiliate closing bid price of the Company), or (iii) such Shares are eligible for resale under Rule 144, without Common Stock on the requirement for Investor. Notwithstanding 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. The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale availability of the Sharesliquidated damages set forth above, the Investor shall be entitled 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 specific performance 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions in connection with Section 7.3unlegended certificates.

Legend Removal. The legends set forth in Section 4.8(b) above MYOS or the Company, as applicable, shall, at its sole expense, upon appropriate notice from any Holder stating that Merger Shares or Registrable Securities have been sold pursuant to an effective registration statement, timely prepare and deliver certificates or book entry statements representing such securities to be delivered to a transferee pursuant to such registration statement, which certificates shall be removed free of any restrictive legends and in such denominations and registered in such names as such Holder may request. Further, MYOS or 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 as applicable, shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) such Shares have been resold under an effective while the registration statement under the Securities Act, (ii) 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 the Company), or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale of the Shareseffective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends pursuant to this Section 7.6legends. 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 A Holder may request that MYOS or manner-of-sale restrictions, the Company, upon as applicable, remove, and MYOS or the request Company, as applicable, agrees to authorize the removal of, any legend from the Merger Shares or Registrable Securities, following the delivery by a Holder to MYOS, the Company or the transfer agent of the Purchasera legended certificate or book entry statement representing such securities: (i) following any sale of such securities pursuant to Rule 144, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares (ii) if such securities are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement for the Company to be in compliance with the current public information time a legend is no longer required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to such securities. If a legend is no longer required pursuant to the Transfer Agentforegoing, MYOS or the Company counsel will, as applicable, no later than two business days following the delivery by a Holder to MYOS, the Company or otherwise) associated the transfer agent of a legended certificate or book entry statement representing the Merger Shares or Registrable Securities, deliver or cause to be delivered to such Holder a certificate or book entry statement representing such securities that is free from all restrictive legends. Certificates or book entry statements for the Merger Shares or Registrable Securities free from all restrictive legends may be transmitted by MYOS, the Company or transfer agent to the Holders by crediting the account of the Holder’s prime broker with the issuance Depository Trust Company (“DTC”) as directed by such Holder. MYOS and the Company shall warrant that the Merger Shares or Registrable Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Holder effects a transfer of the Merger Shares or Registrable Securities in accordance with this Section 1.15(e), MYOS or the Company, as applicable, shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates, book entry statements or credit shares to the applicable balance accounts at DTC in such opinion or name and in such denominations as specified by such Holder to effect such transfer. Each Purchaser hereby agrees that the removal of such legends shall be borne by the restrictive legend pursuant to this Section 1.15(e) is predicated upon MYOS’s or the Company. The Company may not make ’s reliance, as applicable, that such Holder will sell any notation on its records such the Merger Shares or give instructions Registrable Securities pursuant to either the Transfer Agent that enlarge registration requirements of the restrictions on transfer set forth in Section 4.8(b)Securities Act, other than with respect to including any lock-up restrictions in connection with Section 7.3applicable prospectus delivery requirements, or an exemption therefrom.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed and the Company shall instruct shall, at its transfer agent for the Common Stock (the “Transfer Agent”) sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to register the Shares in book-entry form free and clear of such legends an effective Secondary Registration Statement, under Rule 144, or any other legends by electronic delivery at exemption from the applicable balance account at the Depository Trust Company, if (i) such Shares have been resold under an effective registration statement requirements under the Securities Act, within two (ii2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Shares are sold and Warrant Shares to be delivered to a transferee pursuant to such sale, which certificates or transferred book-entry shares shall be free of any restrictive legends and in connection with a resale transaction such denominations and registered in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)such names as such Purchaser may request. Further, or (iii) such Shares are eligible for 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 Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) after while the effective date of a registration statement registering the resale of the SharesSecondary Registration Statement is effective, to issue to the Transfer Agent, if required by the Transfer Agent, transfer agent a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement Secondary Registration Statement, and (ii) provide all other opinions of counsel as may reasonably be required by the Transfer Agent transfer agent in connection with the removal of legends legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to this Section 7.6. Following Rule 144 becoming available for or any other applicable exemption from the resale of registration requirements under the SharesSecurities Act, 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares (ii) if such Securities are eligible for sale under Rule 144 without 144(b)(1), or (iii) following the requirement time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 5.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.8 is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsforegoing effect. Any fees (with respect Prior to the Transfer Agent, Company counsel or otherwise) associated with the issuance and its transfer agent agreeing to a form of such opinion or the removal of such legends shall representation letter to be borne by the Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions given in connection with Section 7.3any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.

Legend Removal. The legends set forth in Section 4.8(b) above shall be removed An Investor may request that the Company remove, and the Company shall instruct use its transfer agent for commercially reasonable efforts to cause the Common Stock (removal of, the “Transfer Agent”) to register the restrictive legends from any Warrant 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) such Shares have been resold being sold under an effective registration statement covering the resale thereof or pursuant to Rule 144 (to the extent available at the time of sale of such Warrant Shares (the “Unrestricted Condition”). If a legend removal request is made pursuant to the foregoing, and subject to the Investor providing customary representations and other documentation, if any, as reasonably requested by the Company, its counsel or its transfer agent (the “Transfer Documents”) the Company will, no later than two (2) Trading Days following the delivery by an Investor to the Company or the Company’s transfer agent of a legended certificate representing such Warrant Shares (or a request for legend removal, in the case of Warrant Shares issued in book-entry form), deliver or cause to be delivered to such Investor an electronic statement from the transfer agent showing that the book-entry position is free from all applicable restrictive legends; provided, however, at the request of an Investor, Warrant Shares free from all restrictive legends shall be transmitted by the Company’s transfer agent to an Investor by crediting the account of such Investor’s prime broker with the Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian system, as directed by such Investor and subject to such Investor providing all Transfer Documents. If a Warrant is exercised at the time that the Unrestricted Condition would be applicable to the Warrant Shares issuable upon such exercise and the Investor provides the Transfer Documents, such Warrant Shares shall be issued free of any restrictive legend, stop transfer instructions or other restrictions on transfer. The Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Warrant Agreement. Without limiting the obligations of the Company pursuant to the foregoing, the Company shall use its commercially reasonable efforts to cause its counsel to deliver a legal opinion, if necessary, to its transfer agent under this Section 5(h)) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, (ii) such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (each case upon the receipt of customary representations and other documentation, if any, from the transferor is not an Affiliate of Investor as reasonably requested by the Company)Company its counsel, or (iii) such Shares the transfer agent establishing that restrictive legends are eligible for 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 Shares and without volume or manner-of-sale restrictions. 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictionsno longer required. Any fees (with respect to the Transfer Agent, Company’s transfer agent or Company counsel or otherwisecounsel) associated with the issuance of such any required opinion or the removal of such legends legend shall be borne by the Company. The For the avoidance of doubt, the Company may will not make have the obligation to reimburse the Holder for any notation on of its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.8(b), other than with respect to any lock-up restrictions expenses in connection with Section 7.3such removal process.

Legend Removal. The legends Certificates evidencing any of the Standby Shares shall not contain any legend (including the legend set forth in Section 4.8(b3(h) 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 Companyhereof), if (i) such Shares have been resold under an effective while a registration statement covering the resale of such Standby Shares is effective under the Securities Act, (ii) following any sale of such Standby Shares, or in the event a Standby Purchaser provides customary representations and covenants that such Standby Shares are sold or transferred in connection with a resale transaction in compliance with being sold, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Standby Shares are eligible for resale under Rule 144, without the requirement for the Company sale pursuant to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictionsrestrictions thereunder, 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 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 a legal opinion to the Transfer Agent, Company’s transfer agent if required by the Transfer Agent, a “blanket” legal opinion or other letter transfer agent 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 effect 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 cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legends shall be borne by the Companylegend hereunder. The Company may agrees that at such time as such legend is no longer required under this Section 7(j) , it will, no later than the earlier of (X) three (3) business days and (Y) the number of business days comprising the Standard Settlement Period (as defined below) following the delivery by a Standby Purchaser to the Company or the transfer agent of a certificate representing Standby Shares bearing a restrictive legend (the “Legend Removal Date”), deliver or cause to be delivered to such Standby Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company shall 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 Section 4.8(b)3(h) hereof. Certificates for Standby Shares subject to legend removal hereunder shall be transmitted by the transfer agent to a Standby Purchaser by crediting the account of such Standby Purchaser’s prime broker with the Depository Trust Company System (“DTC”) through its Deposit/Withdrawal at Custodian system as directed by such Standby Purchaser. As used herein, other than “Standard Settlement Period” means the standard settlement period, expressed in a number of business days, on the Company’s primary trading market with respect to any lock-up restrictions the Common Stock (which as of the date of this Agreement is the NASDAQ Capital Market) as in connection effect on the date of delivery of a certificate representing the applicable Standby Shares (or the date of crediting such Standby Shares with Section 7.3DTC, as applicable), as the case may be, issued without a restrictive legend.