Common use of Legends and Delivery of Certificates Clause in Contracts

Legends and Delivery of Certificates. The Warrants and, unless otherwise provided below, the certificates evidencing the Common Stock to be issued to the Investor at any Closing and upon exercise of the Warrants, will bear the following legend (the "Legend"): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. In the event shares of Common Stock are issued incident to a Closing or upon exercise of the Warrants in circumstances pursuant to which shares of Common Stock are either required to bear the Legend or are not to bear the Legend, such certificates (bearing or not bearing the Legend, as appropriate) shall be issued and delivered to the Investor or as otherwise directed by the Investor on the applicable Closing Date or within two (2) Trading Days of the surrender of the Warrants for exercise (together with all other documentation required to be delivered to effect such exercise), as applicable, in each case against payment therefor. The Company shall cause the transfer agent for the Common Stock to issue and deliver to the Investor or as otherwise directed by the Investor, shares of Common Stock not bearing the Legend, during the following periods and under the following circumstances and without the need for any further advice or instruction or documentation to the transfer agent by or from the Investor: (a) At any time from and after the effective date of the applicable registration statement: (i) incident to the issuance of any shares of Common Stock pursuant to a Closing; (ii) incident to the exercise of the Warrants; and (iii) upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; PROVIDED THAT in connection with such event the Investor confirms to the transfer agent that it intends to sell such Common Stock to a third party which is not an Affiliate of the Company or the Investor, and the Investor agrees to redeliver such Common Stock to the transfer agent to add the Legend in the event the Common Stock is not sold; and (b) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the then holder thereof is permitted to dispose of such Common Stock pursuant to Rule 144(k) under the Securities Act, (ii) such holder intends to effect the sale or other disposition of such Common Stock whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act or (iii) such holder is not then subject to such requirements; PROVIDED THAT in the case of surrenders described in clauses (i), (ii) and (iii) thereof, the holder provides an opinion of counsel in form and substance reasonably satisfactory to the Company.

Legends and Delivery of Certificates. The Each of the Warrant and the Additional Warrants and, unless otherwise provided below, the certificates evidencing the Common Stock to be issued to the Investor at any Closing and upon exercise of the Warrants, will bear the following legend (the "Legend"): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. In the event shares of Common Stock are issued incident to a Closing or upon exercise of the Warrants Warrant or an Additional Warrant in circumstances pursuant to which shares of Common Stock are either required to bear the Legend or are not to bear the Legend, such certificates (bearing or not bearing the Legend, as appropriate) shall be issued and delivered to the Investor or as otherwise directed by the Investor on the applicable Closing Date or within two (2) Trading Days of the surrender of the Warrants Warrant or Additional Warrant for exercise (together with all other documentation required to be delivered to effect such exercise), as applicable, in each case against payment therefor. The Company shall cause the transfer agent for the Common Stock to issue and deliver to the Investor or as otherwise directed by the Investor, shares of Common Stock not bearing the Legend, during the following periods and under the following circumstances and without the need for any further advice or instruction or documentation to the transfer agent by or from the Investor: (a) At any time from and after the effective date of the applicable registration statement: (i) incident to any Closing or the issuance of any shares of Common Stock pursuant to a ClosingStock; (ii) incident to the exercise of the WarrantsWarrant and any Additional Warrant; and (iii) upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; PROVIDED THAT provided that in connection with such event the Investor confirms ---44--- to the transfer agent that it intends to sell such Common Stock to a third party which is not an Affiliate affiliate of the Company or the Investor, and the Investor agrees to redeliver such Common Stock to the transfer agent to add the Legend in the event the Common Stock is not sold; and (b) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the then holder thereof is permitted to dispose of such Common Stock pursuant to Rule 144(k) under the Securities Act, (ii) such holder intends to effect the sale or other disposition of such Common Stock whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act or (iii) such holder is not then subject to such requirements; PROVIDED THAT provided that in the case of surrenders described in clauses (i), (ii) and (iii) thereof, the holder provides an opinion of counsel in form and substance reasonably satisfactory to the Company.

Legends and Delivery of Certificates. The Warrants and, unless otherwise provided below, the certificates evidencing the Common Stock to be issued to the Investor at any Closing and upon exercise of the Warrants, will bear the following legend (the "Legend"): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. In the event shares of Common Stock are issued incident to a Closing or upon exercise of the Warrants in circumstances pursuant to which shares of Common Stock are either required to bear the Legend or are not to bear the Legend, such certificates (bearing or not bearing the Legend, as appropriate) shall be issued and delivered to the Investor or as otherwise directed by the Investor on the applicable Closing Date or within two (2) Trading Days of the surrender of the Warrants for exercise (together with all other documentation required to be delivered to effect such exercise), as applicable, in each case against payment therefor. The Company shall cause the transfer agent for the Common Stock to issue and deliver to the Investor or as otherwise directed by the Investor, shares of Common Stock not bearing the Legend, during the following periods and under the following circumstances and without the need for any further advice or instruction or documentation to the transfer agent by or from the Investor: (a) At any time from and after the effective date of the applicable registration statement: (i) incident to the issuance of any shares of Common Stock pursuant to a Closing; (ii) incident to the exercise of the Warrants; and (iiiii) upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; PROVIDED THAT in connection with such event the Investor confirms to the transfer agent in a writing that it the Company and its counsel are entitled to rely upon that the Investor intends to sell such Common Stock to a third party which is not an Affiliate of the Company or the Investor, and the Investor agrees to redeliver such Common Stock to the transfer agent to add the Legend in the event the Common Stock is not sold; and (b) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the then holder thereof is permitted to dispose of such Common Stock pursuant to Rule 144(k) under the Securities Act, (ii) such holder intends to effect the sale or other disposition of such Common Stock whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act or (iii) such holder is not then subject to such requirements; PROVIDED THAT in the case of surrenders described in clauses (i), (ii) and (iii) thereof, the holder provides an opinion of counsel in form and substance reasonably satisfactory to the Company.replace

Legends and Delivery of Certificates. The Warrants and, unless otherwise provided below, the certificates evidencing the Common Stock to be issued to the Investor at any Closing and upon exercise of the Warrants, will bear the following legend (the "Legend"): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. In the event shares of Common Stock are issued incident to a Closing or upon exercise of the Warrants in circumstances pursuant to which shares of Common Stock are either required to bear the Legend or are not to bear the Legend, such certificates (bearing or not bearing the Legend, as appropriate) shall be issued and delivered to the Investor or as otherwise directed by the Investor on the applicable Closing Date or within two (2) Trading Days of the surrender of the Warrants for exercise (together with all other documentation required to be delivered to effect such exercise), as applicable, in each case against payment therefor. The Company shall cause the transfer agent for the Common Stock to issue and deliver to the Investor or as otherwise directed by the Investor, shares of Common Stock not bearing the Legend, during the following periods and under the following circumstances and without the need for any further advice or instruction or documentation to the transfer agent by or from the Investor: (a) At any time from and after the effective date of the applicable registration statement: (i) incident to the issuance of any shares of Common Stock pursuant to a Closing; (ii) incident to the exercise of the Warrants; and (iii) upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; PROVIDED THAT provided that in connection with such event the Investor confirms to the transfer agent in a writing that it the Company and its counsel are entitled to rely upon that the Investor intends to sell such Common Stock to a third party which is not an Affiliate of the Company or the Investor, and the Investor agrees to redeliver such Common Stock to the transfer agent to add the Legend in the event the Common Stock is not sold; and (b) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations representations, in a writing that the Company and its counsel are entitled to rely upon, that (i) the then holder thereof is permitted to dispose of such Common Stock pursuant to Rule 144(k) under the Securities Act, (ii) such holder intends to effect the sale or other disposition of such Common Stock whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act or (iii) such holder is not then subject to such requirements; PROVIDED THAT provided that in the case of surrenders described in clauses (i), (ii) and (iii) thereof, the holder provides an opinion of counsel in form and substance reasonably satisfactory to the Company.

Legends and Delivery of Certificates. The Warrants Each of the Warrant and ------------------------------------ the Additional Warrant and, unless otherwise provided below, the certificates evidencing the Common Stock to be issued to the Investor at any Closing and upon exercise of the Warrants, will bear the following legend (the "Legend"): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. In the event shares of Common Stock are issued incident to a Closing or upon exercise of the Warrants Warrant or the Additional Warrant in circumstances pursuant to which shares of Common Stock are either required to bear the Legend or are not to bear the Legend, such certificates (bearing or not bearing the Legend, as appropriate) shall be issued and delivered to the Investor or as otherwise directed by the Investor on the applicable Closing Date or within two (2) Trading Days of the surrender of the Warrants Warrant or Additional Warrant for exercise (together with all other documentation required to be delivered to effect such exercise), as applicable, in each case against payment therefor. The Company shall cause the transfer agent for the Common Stock to issue and deliver to the Investor or as otherwise directed by the Investor, shares of Common Stock not bearing the Legend, during the following periods and under the following circumstances and without the need for any further advice or instruction or documentation to the transfer agent by or from the Investor: (a) At any time from and after the effective date of the applicable registration statement: (i) incident to any Closing or the issuance of any shares of Common Stock pursuant to a ClosingStock; (ii) incident to the exercise of the WarrantsWarrant and the Additional Warrant; and (iii) upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; PROVIDED THAT provided that in connection with such event the Investor confirms to the transfer agent that it intends to sell such Common Stock to a third party which is not an Affiliate affiliate of the Company or the Investor, and the Investor agrees to redeliver such Common Stock to the transfer agent to add the Legend in the event the Common Stock is not sold; and (b) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Common Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the then holder thereof is permitted to dispose of such Common Stock thereof pursuant to Rule 144(k) under the Securities Act, (ii) such holder intends to effect the sale or other disposition of such Common Stock whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act or (iii) such holder is not then subject to such requirements; PROVIDED THAT in the case of surrenders described in clauses (i), (ii) and (iii) thereof, the holder provides an opinion of counsel in form and substance reasonably satisfactory to the Company.