Common use of Removal of Legend Clause in Contracts

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares by an Investor in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such sale is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent to remove the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend). After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e), the Company agrees, upon request of such Investor or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor or its permitted assigns provide to the Company any information the Company deems necessary to determine that the legend is no longer required under the Rules and Regulations or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion New Shares by an Investor the Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that the sale of such sale New Shares is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion such New Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in the Purchaser’s or the book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted to sell without the requirement New Shares have been held by the Purchaser for more than one year where the Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion New Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05 from such New Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), as well as a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion such New Shares have been held. The Company shall cooperate with the Investors Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Conversion Units or Additional Conversion Shares Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that as to facts allowing the applicable Investor Partnership to determine whether such Purchaser is or is not an Affiliate affiliate of the Company Partnership (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such Units have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s or the book-entry account maintained by the Partnership, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company Partnership shall bear all costs (or reimburse such Purchaser for such reasonable costs) associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Conversion Units or Additional Conversion Units have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the Company to be preceding three months, an affiliate of the Partnership (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Units still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company Partnership agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05 from such Units, and the Company Partnership shall bear all costs (or reimburse such Purchaser for such reasonable costs) associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that as to facts allowing the holder Partnership to determine whether such Purchaser is or is not an Affiliate affiliate of the Company Partnership (and as defined in Rule 144 promulgated under the Securities Act), as well as a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such Units have been held. The Company Partnership shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Securities or Conversion Underlying Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter reasonably acceptable to the Company and its transfer agent, providing to the Company and the Company Transfer Agent any information the Company deems necessary required under Rule 144 to determine that the sale of such sale Purchased Securities is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares that such securities have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05(d), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Purchased Securities or Underlying Shares (as applicable) have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance Rule 144 promulgated under the Securities Act) or acting in concert with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144a Person, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company any the information the Company deems necessary required under Rule 144 (or other applicable exemptions) to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such securities have been held. The Company shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a seller or broker representation letter letter, as applicable, providing to the Company transfer agent and the Company Transfer Agent any information the Company deems reasonably necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.12, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.12, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.12 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary required under Rule 144 to determine that the sale of such sale Purchased Shares is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares that such securities have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05(d), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Purchased Shares have been registered pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly promptly, and in no event later than 3 business days following such request, effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company any the information the Company deems necessary required under Rule 144 (or other applicable exemptions) to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such securities have been held. The Company shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares Units by an Investor a Holder in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Holder or its broker shall deliver to the Company transfer agent and the Company Transfer Agent Partnership a broker representation letter providing to the Company transfer agent and the Company Transfer Agent Partnership any information the Company Partnership reasonably deems necessary to determine that such the sale of the Conversion Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Holder is not an Affiliate affiliate (as such term is defined in Rule 144) of the Company Partnership and regarding the length of time the Series A Preferred Shares or Conversion Shares Units have been heldheld as determined under Rule 144 (including any “tacking” with respect to periods of ownership of the related Incentive Distribution Units). Upon receipt of such representation letter, the Company Partnership shall promptly direct the Company Transfer Agent its transfer agent to remove the legend referred credit such units to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agenttransfer agent without a restrictive legend, other than the legend set forth in Exhibit A to the Partnership Agreement, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor WPX or its permitted assigns Permitted Transferee have held the Series A Preferred Shares or Conversion Shares Units for such time six months as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required determined under Rule 144(c)(1) 144 (or Rule 144(i)(2), if applicable) as including any “tacking” with respect to such Series A Preferred Shares or Conversion Shares and without volume or manner periods of sale restrictions under Rule 144, if ownership of the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(erelated Incentive Distribution Units), the Company Partnership agrees, upon request of such Investor WPX or permitted assigneePermitted Transferee, to take all steps necessary to promptly effect the removal of any restrictive legend, other than the legend described set forth in Section 5.5(e) therefromExhibit A to the Partnership Agreement, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor WPX or its permitted assigns Permitted Transferee provide to the Company Partnership any information the Company Partnership reasonably deems necessary to determine that the a restrictive legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder Holder is not, and has not been for the preceding 90 days, an Affiliate affiliate (as such term is defined in Rule 144) of the Company Partnership (and a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as such term is defined in Rule 144) and to consent to the placing of exchange its units for units bearing an appropriate restrictive legend on the applicable Series A Preferred Shares in such caselegend) and regarding the length of time the Series A Preferred Shares or Conversion Shares Units have been held. The Company shall cooperate held (including any “tacking” with the Investors respect to effect the removal periods of ownership of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriaterelated Incentive Distribution Units).

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and Company, regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been heldheld and its compliance with the volume and manner of sale limitations of Rule 144. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale The Company, at its sole cost, shall remove any legend ordinarily included on restricted securities of the Series A Preferred Shares Company (or Conversion Shares by an Investor in reliance on instruct its transfer agent to so remove such legend) from the certificates or book-entries evidencing Registrable Securities if such Common Stock (i) is to be sold or transferred pursuant to Rule 144 promulgated (if the transferor is not an Affiliate of the Company) or (ii) is eligible for sale under Rule 144 without any limitation as to volume or manner of sale restrictions. Each Holder agrees to provide the Securities ActCompany, its counsel and/or the applicable Investor or its broker shall deliver transfer agent with evidence reasonably requested by it in order to cause the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that removal of such sale is made in compliance with Rule 144legend, including, as may be appropriate, a certification that the applicable Investor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent to remove the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend). After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e), the Company agrees, upon request of such Investor or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor or its permitted assigns provide to the Company any information the Company deems necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to exchange any certificates or instruments representing the placing of Common Stock for ones bearing an appropriate restrictive legend on the applicable Series A Preferred Shares in such caselegend) and regarding the length of time the Series A Preferred Shares or Conversion Shares have Common Stock has been held. The Any fees (with respect to the transfer agent, Company shall cooperate counsel or otherwise) associated with the Investors to effect issuance of any legal opinion required by the Company’s transfer agent or the removal of such legend shall be borne by the legend referred to in Section 5.5(e) at any time such Company. If a legend is no longer appropriaterequired pursuant to the foregoing, the Company will use commercially reasonable efforts to, no later than three (3) Business Days following the delivery by a Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing the Common Stock (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and any representation letter or certification as may be requested by the Company, deliver or cause to be delivered to such Company a certificate or instrument (as the case may be) representing such Common Stock that is free from all restrictive legends.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Units, PIK Units or Conversion Shares Units by an Investor UGI in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor UGI or its broker shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Purchased Units, PIK Units or Conversion Units is made in compliance with Rule 144, including, as may be appropriate, a certification that 144 promulgated under the applicable Investor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares have been heldSecurities Act. Upon receipt of such representation letter, the Company Partnership shall promptly direct the Company Transfer Agent to remove the notation of a restrictive legend referred to in Section 5.5(e) from the appropriate UGI’s book-entry accounts account maintained by the Company Transfer AgentPartnership, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books. After an Investor Upon the request of UGI or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e)assignee, the Company agrees, upon request of such Investor or permitted assignee, to Partnership shall take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefromlegend, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books (other than costs and expenses of any outside counsel of UGI) if the applicable Purchased Units, regardless PIK Units or Conversion Units have been sold pursuant to an effective registration statement under the Securities Act; are eligible for sale, transfer or other disposition under Rule 144 promulgated under the Securities Act; or otherwise may be sold, transferred or disposed of whether in accordance with the request is made in connection with a sale or otherwiseSecurities Act, so long as such Investor UGI or its permitted assigns provide assignee provides to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company (and Partnership, a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company Partnership shall cooperate with the Investors UGI to effect the removal of the legend referred to in Section 5.5(e) 4.03 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary required under Rule 144 to determine that the sale of such sale Purchased Shares is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares that such securities have been held. Upon receipt of such representation letter, the Company shall, and the Seller shall promptly direct within two days cause the Company Transfer Agent to to, remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent5.05(d), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted a registration statement with respect to sell without the requirement Purchased Shares has become effective, or such Purchased Shares have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)5.05, the Seller and the Company agreeseach agree, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom5.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company any the information the Company deems necessary required under Rule 144 (or other applicable exemptions) to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform as defined in Rule 144 promulgated under the Company if it should thereafter become an Affiliate Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such securities have been held. The Company shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 5.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of The Company, at its sole cost, shall remove the Series A Preferred legend described in Section 4.05 (or instruct its transfer agent to so remove such legend) from the certificates evidencing the Shares or Conversion issued and sold to Purchaser pursuant to this Agreement if (A) such Shares by are sold pursuant to an Investor in reliance on Rule 144 promulgated effective registration statement under the Securities Act, (B) such Shares are sold or transferred pursuant to Rule 144 (if the applicable Investor or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such sale is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor transferor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Company), or (C) such Shares or Conversion Shares have been held. Upon receipt of such representation letterare eligible for sale under Rule 144, the Company shall promptly direct the Company Transfer Agent to remove the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend). After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares securities and without volume or manner of sale restrictions under restrictions. In connection with a sale of the Shares by Purchaser in reliance on Rule 144, Purchaser or its broker shall deliver to the transfer agent and the Company a customary broker representation letter providing to the transfer agent and the Company any information the Company deems reasonably necessary to determine that the sale of the Shares is made in compliance with Rule 144, including, where and as may be appropriate, a certification that the Purchaser is not an Affiliate of the Company and regarding the length of time the Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct its transfer agent to remove the legend referred to in Section 4.05 within two (2) Business Days from the appropriate book-entry accounts maintained by the transfer agent, and the Company shall bear all costs associated therewith. If Purchaser is not an Affiliate of the Company and has held the Shares for at least one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares still bear bears the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor or permitted assigneePurchaser, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e4.05 within two (2) therefromBusiness Days from the appropriate book-entry accounts maintained by the transfer agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor or its permitted assigns provide Purchaser provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement), where and as may be appropriate, a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time date by which such legend is no longer appropriateso required to be removed pursuant to this Section 8.04 is referred to herein as the “Required Legend Removal Date.”

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company Partnership and the Company Transfer Agent its transfer agent a broker representation letter providing to the Company Partnership and the Company Transfer Agent its transfer agent any information the Company Partnership deems necessary to determine that such sale is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate affiliate of the Company Partnership (as defined in Rule 144) and regarding the length of time the Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units, as applicable, have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restricted legend, including the legend referred to in Section 5.5(e) 4.09, from the appropriate book-entry accounts maintained by the Company Transfer Agenttransfer agent, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent transfer agent to be rendered in connection with the removal of such legend). After an Investor a Purchaser or its permitted assigns have held the Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units for such time as non-Affiliates affiliates (as such term is used in Rule 144) are permitted to sell without the requirement for the Company Partnership to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units still bear the restrictive legend referred to in Section 5.5(e)4.09, the Company Partnership agrees, upon request of such Investor Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) 4.09 therefrom, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent transfer agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Securities Act, the Securities Act Regulations or applicable state laws, including a certification that the holder is not an Affiliate affiliate of the Company Partnership (as defined in Rule 144) (and a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144) and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares Purchased Units in such case) and regarding the length of time the Series A Preferred Shares Purchased Units, Warrants, Redemption Units or Conversion Shares Warrant Exercise Units have been held. The Company Partnership shall cooperate with the Investors Purchasers to effect the removal of the legend referred to in Section 5.5(e) 4.09 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Units, PIK Units or Conversion Shares Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Purchased Units, PIK Units or Conversion Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company Partnership (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Partnership, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)Purchased Units, if applicable) as to such Series A Preferred Shares PIK Units or Conversion Shares Units have been sold pursuant to an effective registration statement under the Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and without volume or manner has not been in the preceding three months, an affiliate of sale restrictions the Partnership (as defined in Rule 144 promulgated under Rule 144the Securities Act), if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company Partnership agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company Partnership (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company Partnership shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser's certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares by an Investor in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such sale is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. Upon receipt of such representation letter, the The Company shall promptly direct the Company Transfer Agent to remove the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend). After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e), the Company agrees, upon request of such Investor or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the certificates evidencing the Purchased Preferred Shares, and the Underlying Shares or the Fee Shares at the request of a Purchaser submitting to the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required such certificates, together with such other documentation as may be reasonably requested by the Company Transfer Agent to be rendered in connection or required by its transfer agent, unless the Company, with the advice of counsel, reasonably determines that such removal is inappropriate; provided that no opinion of counsel shall be required in the event a Purchaser is effecting a sale of such legend)Purchased Preferred Shares, regardless of whether the request is made in connection with a sale Underlying Shares or otherwise, so long as such Investor or its permitted assigns provide Fee Shares pursuant to the Company any information the Company deems necessary to determine that the legend is no longer required Rule 144 under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) and regarding the length of time the Series A Preferred Shares or Conversion Shares have been heldeffective registration statement. The Company shall cooperate with the Investors such Purchaser to effect the removal of the such legend. The legend referred to described in Section 5.5(e) at any time 4.11 shall be removed and the Company shall issue a certificate without such legend to the holder of Purchased Preferred Shares, Underlying Shares or Fee Shares upon which it is no longer appropriatestamped, if, unless otherwise required by state securities Laws, (i) such Purchased Preferred Shares, Underlying Shares or Fee Shares are sold pursuant to an effective registration statement, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of a law firm reasonably acceptable to the Company (with any law firm set forth under Section 9.7 being deemed acceptable), in a generally acceptable form, to the effect that such sale, assignment or transfer of such Purchased Preferred Shares, Underlying Shares or Fee Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that such Purchased Preferred Shares, Underlying Shares or Fee Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Units or Conversion Shares Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor or its broker such Purchaser shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Purchased Units or Conversion Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor such Purchaser is not an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company Partnership and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Partnership’s transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares Purchased Units or Conversion Shares Units have been sold pursuant to an effective registration statement under the Securities Act or have been held by such Purchaser for more than one year where such Purchaser is not, and without volume or manner has not been in the preceding three months, an affiliate (as defined in Rule 144 promulgated under the Securities Act) of sale restrictions under Rule 144the Partnership, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company Partnership agrees, upon request of such Investor Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company (Partnership and a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company Partnership shall cooperate with the Investors such Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale The Company, at its sole cost, shall remove any legend ordinarily included on restricted securities of the Series A Preferred Shares Company (or Conversion Shares by instruct its transfer agent to so remove such legend) from the certificates or book-entries evidencing Registrable Securities if such Common Stock (i) is sold pursuant to an Investor in reliance on Rule 144 promulgated effective registration statement under the Securities Act, (ii) is sold or transferred pursuant to Rule 144 (if the applicable Investor transferor is not an Affiliate of the Company) or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such (iii) is eligible for sale is made in compliance with under Rule 144. Each Holder agrees to provide the Company, its counsel and/or the transfer agent with evidence reasonably requested by it in order to cause the removal of such legend, including, as may be appropriate, a certification that the applicable Investor is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent to remove the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend). After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e), the Company agrees, upon request of such Investor or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor or its permitted assigns provide to the Company any information the Company deems necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to exchange any certificates or instruments representing the placing of Common Stock for ones bearing an appropriate restrictive legend on the applicable Series A Preferred Shares in such caselegend) and regarding the length of time the Series A Preferred Shares or Conversion Shares have Common Stock has been held. The Any fees (with respect to the transfer agent, Company shall cooperate counsel or otherwise) associated with the Investors to effect issuance of any legal opinion required by the Company’s transfer agent or the removal of such legend shall be borne by the legend referred to in Section 5.5(e) at any time such Company. If a legend is no longer appropriaterequired pursuant to the foregoing, the Company will use commercially reasonable efforts to, no later than three (3) Business Days following the delivery by a Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing the Common Stock (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and any representation letter or certification as may be requested by the Company, deliver or cause to be delivered to such Company a certificate or instrument (as the case may be) representing such Common Stock that is free from all restrictive legends.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Units or Conversion Shares Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company Partnership (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Partnership, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares Purchased Units or Conversion Shares Units have been sold pursuant to an effective registration statement under the Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and without volume or manner has not been in the preceding three months, an affiliate of sale restrictions the Partnership (as defined in Rule 144 promulgated under Rule 144the Securities Act), if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company Partnership agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company Partnership (and as defined in Rule 144 promulgated under the Securities Act), as well as a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company Partnership shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent Contango a seller or broker representation letter letter, as applicable, providing to the Company transfer agent and the Company Transfer Agent Contango any information the Company deems deemed reasonably necessary to determine that such the sale of the Conversion Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company Contango and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. Upon receipt of such representation letter, the Company Contango shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05(d), and the Company Contango shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Conversion Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e4.05(d), the Company Contango agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e4.05(d) therefromfrom the Conversion Shares, and the Company Contango shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company Contango any information the Company deems deemed reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) Contango and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary required under Rule 144 to determine that the sale of such sale Purchased Shares is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares that such securities have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05(d), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Purchased Shares have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Shares Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company any the information the Company deems necessary required under Rule 144 (or other applicable exemptions) to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such securities have been held. The Company shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares Purchased Units by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent Partnership a broker representation letter providing to the Company and the Company Transfer Agent Partnership any information the Company Partnership deems necessary to determine that the sale of such sale Purchased Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company Partnership and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. Upon receipt of such representation letter, the Company Partnership shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in such Purchaser’s book-entry account maintained by the Partnership, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books. After an Investor Upon the request of a Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares still bear the restrictive legend referred to in Section 5.5(e)assignee, the Company agrees, upon request of such Investor or permitted assignee, to Partnership shall take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Partnership’s books (other than costs and expenses of any outside counsel of the Purchaser) if the applicable Purchased Units have been sold pursuant to an effective registration statement under the Securities Act; are eligible for sale, regardless transfer or other disposition under Rule 144 promulgated under the Securities Act; or otherwise may be sold, transferred or disposed of whether in accordance with the request is made in connection with a sale or otherwiseSecurities Act, so long as such Investor Purchaser or its permitted assigns provide assignee provides to the Company Partnership any information the Company Partnership deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company (and Partnership, a covenant to inform the Company Partnership if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company Partnership shall cooperate with the Investors each Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Purchased Shares or Conversion Warrant Shares by an Investor the Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that the sale of such sale Purchased Shares or Warrant Shares is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such shares have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of any restrictive legend in the Purchaser’s book- entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Purchased Shares or Warrant Shares have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by the Purchaser for more than one year where the Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance with Rule 144 promulgated under the current public information required under Rule 144(c)(1) (or Rule 144(i)(2Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares account of the Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.05, the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide assignee provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such shares have been held. The Company shall cooperate with the Investors Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.05 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor the Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company Transfer Agent and the Company Transfer Agent a customary broker representation letter providing to the Company Transfer Agent and the Company Transfer Agent any information the Company deems reasonably necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent to remove the notation of a restrictive legend in the Purchaser’s book-entry account maintained by the Transfer Agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor the Purchaser or its permitted assigns have has held the Series A Preferred Shares or Conversion Purchased Shares for such time period as non-Affiliates are permitted will allow the Purchaser to sell such Purchased Shares without the requirement for the Company volume restrictions or public company information requirements pursuant to be in compliance with the current public information required under any section of Rule 144(c)(1) 144 (or Rule 144(i)(2any similar provision then in effect), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Shares Resulting Securities by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Resulting Securities is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Shares Resulting Securities have been held. Upon receipt of such representation letter, in a form satisfactory to the Company, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove exchange stock certificates bearing a restrictive legend for stock certificates without the legend referred (or a credit for such shares to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agenttransfer agent), including the legend referred to in Section 4.6(b), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Shares Resulting Securities for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts certificate for such Series A Preferred Shares or Conversion Shares Resulting Securities still bear bears the restrictive legend referred to in Section 5.5(e4.6(b), the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e4.6(b) therefromfrom the Resulting Securities, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of exchange its certificates for certificates bearing an appropriate restrictive legend on the applicable Series A Preferred Shares in such caselegend) and regarding the length of time the Series A Preferred Shares or Conversion Shares Resulting Securities have been held. The Company shall cooperate with the Investors agrees it will not consider any Purchaser to effect the removal be an “affiliate” of the legend referred Company (as such term is used pursuant to in Section 5.5(eRule 144 promulgated under the Securities Act) at any time such legend is no longer appropriateif it owns only the Series G Stock or the Common Stock issuable thereunder.

Removal of Legend. In connection with a sale of the Series A Preferred Purchased Shares or Conversion Shares (which for purposes of this section includes the underlying Common Stock) by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a customary broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.9, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144six months, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.9, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.9 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker or seller representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems reasonably necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriateapplicable, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.5, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144six months, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.5, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.5 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) and regarding the length of time the Series A Preferred Shares or Conversion Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1one (1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter providing to the Company and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, in a form satisfactory to the Company, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove exchange stock certificates bearing a restrictive legend for stock certificates without the legend referred (or a credit for such shares to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agenttransfer agent), including the legend referred to in Section 4.6(b), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts certificate for such Series A Preferred Shares or Conversion Purchased Shares still bear bears the restrictive legend referred to in Section 5.5(e4.6(b), the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e4.6(b) therefromfrom the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing of exchange its certificates for certificates bearing an appropriate restrictive legend on the applicable Series A Preferred Shares in such caselegend) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor the Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in the Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.10, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or the Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.10, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.10 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of Issued NEP Common Units by the Series A Preferred Shares or Conversion Shares by an Investor Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent NEP a broker representation letter providing to the Company and the Company Transfer Agent NEP any information the Company NEP deems necessary to determine that the sale of such sale Issued NEP Common Units is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of NEP (as defined in Rule 144 promulgated under the Company Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been heldheld (taking into account any applicable tacking periods under Rule 144). Upon receipt of such representation letter, the Company NEP shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in the Purchaser’s book-entry account maintained by NEP, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.06, and the Company NEP shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in NEP’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Issued NEP Common Units have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by any Purchaser for more than one (1) year where the Company to be Purchaser is not, and has not been in compliance with the current public information required preceding three (3) months, an Affiliate of NEP (as defined in Rule 144 promulgated under Rule 144(c)(1) (or Rule 144(i)(2the Securities Act), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares account of the Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.06, the Company NEP agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.06, and the Company NEP shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend), legend in the books of NEP regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide assignee provides to the Company NEP any information the Company NEP deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of NEP (as defined in Rule 144 promulgated under the Company (and Securities Act), a covenant to inform the Company or NEP if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such units have been held. The Company NEP shall cooperate with the Investors Purchaser to effect the removal of the legend referred to in Section 5.5(e) 4.06 at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares Purchased Securities or Conversion Underlying Shares by an Investor the Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Investor Purchaser or its broker shall deliver to the Company and the Company Transfer Agent a broker representation letter reasonably acceptable to the Company and its transfer agent, providing to the Company and the Company Transfer Agent any information the Company deems necessary required under Rule 144 to determine that the sale of such sale Purchased Securities is made in compliance with Rule 144144 promulgated under the Securities Act, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares that such securities have been held. Upon receipt of such representation letter, the Company shall promptly direct remove the Company Transfer Agent to remove notation of a restrictive legend in the Purchaser’s book-entry account maintained by the Company, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.05(c), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books. After an Investor or its permitted assigns have held the Series A Preferred Shares or Conversion Shares for At such time as non-Affiliates are permitted the Purchased Securities or Underlying Shares (as applicable) have been sold pursuant to sell without an effective registration statement under the requirement Securities Act or have been held by the Purchaser for more than one year where the Purchaser is not, and has not been in the preceding three months, an affiliate of the Company to be (as defined in compliance Rule 144 promulgated under the Securities Act) or acting in concert with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144a Person, if the book-entry accounts for such Series A Preferred Shares or Conversion Shares account of the Purchaser still bear bears the notation of the restrictive legend referred to in Section 5.5(e4.05(c), the Company agrees, upon request of such Investor the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.05(c), and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor the Purchaser or its permitted assigns provide assignee provides to the Company any the information the Company deems necessary required under Rule 144 (or other applicable exemptions) to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate affiliate of the Company (and as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an Affiliate affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such case) restriction, and regarding a certification as to the length of time the Series A Preferred Shares or Conversion Shares such securities have been held. The Company shall cooperate with the Investors Purchaser to effect the removal of the legend referred to in Section 5.5(e4.05(c) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a customary broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.9, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144six months, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.9, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.9 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.

Removal of Legend. In connection with a sale of the Series A Preferred Shares or Conversion Purchased Shares by an Investor a Purchaser in reliance on Rule 144 promulgated under the Securities Act144, the applicable Investor Purchaser or its broker shall deliver to the Company transfer agent and the Company Transfer Agent a broker representation letter providing to the Company transfer agent and the Company Transfer Agent any information the Company deems necessary to determine that such the sale of the Purchased Shares is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Investor Purchaser is not an Affiliate of the Company and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. Upon receipt of such representation letter, the Company shall promptly direct the Company Transfer Agent its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.5(e) from the appropriate book-entry accounts maintained by the Company Transfer Agent4.11, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith. After an Investor a registration statement under the Securities Act permitting the public resale of the Purchased Shares has become effective or any Purchaser or its permitted assigns have held the Series A Preferred Shares or Conversion Purchased Shares for such time as non-Affiliates are permitted to sell without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Series A Preferred Shares or Conversion Shares and without volume or manner of sale restrictions under Rule 144one year, if the book-entry accounts for account of such Series A Preferred Shares or Conversion Purchased Shares still bear bears the notation of the restrictive legend referred to in Section 5.5(e)4.11, the Company agrees, upon request of such Investor the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.5(e) therefrom4.11 from the Purchased Shares, and the Company shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the Company Transfer Agent to be rendered in connection with the removal of such legend)therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Investor Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Rules and Regulations Securities Act or applicable state lawsLaws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to the placing notation of an appropriate restrictive legend on the applicable Series A Preferred Shares in such caserestriction) and regarding the length of time the Series A Preferred Shares or Conversion Purchased Shares have been held. The Company shall cooperate with the Investors to effect the removal of the legend referred to in Section 5.5(e) at any time such legend is no longer appropriate.