Common use of Removal of Legends Clause in Contracts

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a seller and broker representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, or (ii) following any sale of such Securities are sold Conversion Shares or transferred Warrant Shares, as the case may be, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144144(k), without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier applicable requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent. Any fees (with respect Company’s transfer agent to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be borne by the Companyissued free of all legends. If a The Company agrees that at such time as such legend is no longer required pursuant to the foregoingunder Section 6.2 above or this Section 6.3, the Company will it will, no later than three nine (39) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate representing Conversion Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading ninth Business Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates If available, certificates for Securities free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by the Depository Trust Company System. (b) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial damages and not as a penalty, for each $1,000 USD of Conversion Shares or Warrant Shares, as the case may be, (based on the Value Weighted Average Price (“VWAP”) of the Common Shares on the date such Conversion Shares or Warrant Shares are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to Section 6.3(c), $15 USD per Business Day (increasing to $30 USD per Business Day nine (9) Business Days after such damages have begun to accrue) for each Business Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. (c) The Purchaser agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 6 is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, within twenty (20) Business Days of receipt of such Securities.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly, following the delivery by a Purchaser to the Company or the Transfer Agent (with written notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a)) or (ii) an Exercise Notice (as defined in the Warrants) in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company such eligibility to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date (as defined in the Registration Rights Agreement), or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1(b5(c) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) while a registration statement (including a Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 without restriction (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 without restriction which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act and the Securities, as sold, assigned or transferred, need not bear a restrictive legend or (v) if such legend is not required under applicable requirements of the 1933 Act (including, 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)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d) or as reasonably required by the Company’s transfer agent or Company’s counsel, as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and a representation letter such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to the extent required by Section 4.1(a), (which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Xxxxx’s designee with DTC, as applicable, the “Share Delivery Date”). The Company may not make shall be responsible for any notation on its records transfer agent fees or give instructions DTC fees with respect to any issuance of Securities or the Transfer Agent that enlarge the restrictions on transfer set forth removal of any legends with respect to any Securities in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaseraccordance herewith.

Removal of Legends. The Once a Registration Statement covering the resale of the Conversion Shares is declared effective, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be removed and issued without restrictive legends). Further, the Company shall issue a certificate without remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such restrictive legend Securities or Conversion Shares pursuant to Rule 144 or any other restrictive legend to applicable exemption from the holder registration requirements of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) if such Conversion Shares are eligible for resale under Rule 144 becoming available for 144(b)(1) or any successor provision (or, in the resale event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall be issued without restrictive legends). Without limiting the foregoing, either (i) upon request of Securitiesthe Purchaser, without upon receipt by the requirement for Company of an opinion of counsel reasonably satisfactory to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws or (ii) as contemplated by the Irrevocable Transfer Agent Instructions, the Company will no later than three (3) Trading Days following shall promptly cause the delivery by a Purchaser legend to be removed from any certificate for any Securities or Conversion Shares in accordance with the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate or instrument (as the case may benew certificate(s) representing such the Securities or Conversion Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend In connection with any sale or any other restrictive legend to the holder disposition of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred an Investor pursuant to Rule 144 (if or pursuant to any other exemption under the transferor is not an Affiliate 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by such Investor with the requirements of this Agreement, the Company)Company shall or, or (iii) such Securities are eligible for sale under Rule 144in the case of Common Stock, without shall cause the requirement transfer agent for the Company Common Stock (the “Transfer Agent”) to be in compliance with issue replacement certificates representing the current public information required under Rule 144(c)(1) (Securities sold or Rule 144(i)(2), if applicable) as to such securities and disposed of without volume or manner-of-sale restrictionsrestrictive legends. Following Upon the earlier of (i) registration for resale pursuant to the Effective Date Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144, the Company shall, with respect to each Investor, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by such Investor that Rule 144 becoming available for applies to the resale shares of Securities, without Common Stock represented thereby or (2) a statement by such Investor that such Investor has sold the requirement for the Company to be shares of Common Stock represented thereby in compliance accordance with the current public information required under 144(c)(1Plan of Distribution contained in the applicable registration statement, and (B) (or Rule 144(i)(2), if applicable) as cause its counsel to deliver to the Securities Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and without volume or manner-of-sale restrictionsafter the earlier of such dates, upon an Investor’s written request, the Company shall instruct promptly cause certificates evidencing such Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Transfer Agent to remove Warrants shall not bear such restrictive legends provided the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserWarrant Shares.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without 144(k). The Company shall cause Company Counsel to issue the requirement for legal opinion referred to in the Company Irrevocable Transfer Agent Instructions 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) Company’s transfer agent on the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer AgentDate. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will use its best efforts to cause the Transfer Agent, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) ), to deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b9.1(a) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Stock Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCthe Depository Trust Company, if (i) if and when such Securities Common Stock Shares are registered for sold pursuant to a resale registration statement that has been declared effective under the Securities ActAct and the Company has received from such holder a certification that such sale has been made in the manner described in the section of such registration statement entitled “Plan of Distribution” or otherwise describing the manner in which the securities registered thereunder are to be sold, (ii) upon request, if such Securities Common Stock Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)) or otherwise pursuant to an exemption from registration under the Securities Act, or (iii) upon request, if such Securities Common Stock Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following , provided, that, in the earlier case of (i) the Effective Date or foregoing clauses (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) and (or Rule 144(i)(2iii), if applicable) as requested by the Company, the holder of such Common Stock Shares has furnished or caused to be furnished a legal opinion from its counsel, reasonably acceptable to the Securities Company and without volume or manner-of-sale restrictionsits counsel, to the Company shall instruct effect that the Transfer Agent to remove removal of the legend from is permitted by the Securities Act and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentrules and regulations of the SEC thereunder. Any fees (with respect to the Transfer Agent, of Company counsel or otherwisecounsel) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Stock Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Stock Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the Registration Statement, such Purchaser agrees to only sell such Securities during such time that the Registration Statement is effective and not withdrawn or suspended, and only as permitted by the Registration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall reissue a certificate representing the applicable Shares or issue a certificate representing the applicable Warrant Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Securities (in which case a Purchase shall also be required to provide reasonable assurances (in the foregoingform of seller and, if applicable, broker representation letters), the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice and a representation letter payment of the applicable exercise price in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and an opinion of counsel to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Creditor is selling pursuant to the effective registration statement registering the Shares for resale, the Creditor agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities Shares are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentsuch eligibility. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If At such time as a legend is no longer required pursuant to the foregoingfor certain securities, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser the Creditor to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aCompany Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser the transferee of the Creditor or the Creditor, as applicable, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent Company to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserCreditor.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company Transfer Agent or the Company, as the case may be, shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the effective Registration Statement registering the Shares for resale, such Purchaser agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date , or (iiiv) Rule 144 becoming available for if the resale of Securities, without holder provides the requirement for Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to be in compliance with the current public information effect that the legend is not required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to applicable requirements of the Securities Act (including controlling judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the Company shall instruct Staff of the Commission). Certificates for Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to remove a Purchaser by crediting the legend from account of such Purchaser’s prime broker with DTC as directed by such Purchaser. Following the Securities and shall cause its counsel to issue any legend removal opinion required effective date that the Registration Statement is first declared effective by the Transfer Agent. Any fees Commission, and provided the Registration Statement referred to in clause (with respect to the Transfer Agenti) above is then in effect, Company counsel or otherwise) associated with the issuance of at such opinion or the removal of such legend shall be borne by the Company. If earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate or instrument representing such Securities Shares (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and (ii) and a representation letter an opinion of counsel to the extent required by Section 4.1(a)4.1, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates Section, provided, however that, notwithstanding anything to the contrary contained herein, if for Securities free from all restrictive legends any reason the Registration Statement ceases to be available for any period of time for the resale of the Shares, the Company may be transmitted by instruct the Transfer Agent not to the Purchasers by crediting the account permit transfers of the Purchaser’s prime broker Shares, except for transfers otherwise made in accordance with DTC as directed by such Purchaserthe provisions of this Section 4.1.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DTC (if available) if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of SecuritiesCommon Shares, 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 the Securities Common Shares and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate book entry confirmation without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to an effective Registration Statement, then such Purchaser agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securitiessuch Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such Shares and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall reissue a book entry confirmation representing the applicable Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended book entry confirmation for such Shares. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) Agent and all DTC fees associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Shares (in which case a Purchaser shall also be required to provide reasonable assurances (in the foregoingform of seller and, if applicable, broker representation letters) that a legend is no longer required), the Company will will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument book entry confirmation representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect effect the reissuance and/or transfertransfer thereof) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) book entry confirmation representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates Book entry confirmations for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Once a Registration Statement covering the resale of the Common Shares and the Conversion Shares is declared effective, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be removed issued without restrictive legends), and the Company shall, upon request of the Purchaser or the Company’s transfer agent, provide a blanket opinion of counsel permitting such removal. Further, the Company shall issue a certificate without remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such restrictive legend Common Shares or Conversion Shares pursuant to Rule 144 or any other restrictive legend to applicable exemption from the holder registration requirements of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) if such Common Shares or Conversion Shares are eligible for resale under Rule 144 becoming available for 144(b)(1) or any successor provision (or, in the resale event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall be issued without restrictive legends). Without limiting the foregoing, either (i) upon request of Securitiesthe Purchaser, without upon receipt by the requirement for Company of an opinion of counsel reasonably satisfactory to the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws or (ii) as contemplated by the Irrevocable Transfer Agent Instructions, the Company will no later than three (3) Trading Days following shall promptly cause the delivery by a Purchaser legend to be removed from any book-entry statements for any Common Shares or Conversion Shares in accordance with the Company or the Transfer Agent (with notice to the Company) terms of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedthis Agreement and deliver, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered delivered, to such any Purchaser a certificate new book-entry statements representing the Common Shares or instrument (as the case may be) representing such Securities Conversion Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions and other legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaseraccount.

Removal of Legends. The restrictive Certificates evidencing Shares shall not be required to contain the legend set forth in Section 4.1(b4(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) following a sale of such Securities are registered for Shares pursuant to a registration statement covering the resale of such Shares under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred Shares pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), ) or (iii) if such Securities are eligible for sale legend is not required under Rule 144applicable requirements of the 1933 Act (including, 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)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will no later than three (3) Trading Days shall use commercially reasonable efforts following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 4(c), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on , registered in the name of such Buyer or its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaserdesignee.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to (A) Rule 144 (if the transferor is not an Affiliate of the Company)) or (B) pursuant to an effective registration statement filed under the Securities Act, or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of any registration statement filed after the date hereof pursuant to this Agreement or the Investment Agreement with respect to the Securities or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1(b5(c) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) while a registration statement (including a Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities 1933 Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 without restriction (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 without restriction which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act and the Securities, as sold, assigned or transferred, need not bear a restrictive legend or (v) if such legend is not required under applicable requirements of the 1933 Act (including, 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)limitation, if applicable) as to such securities controlling judicial interpretations and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required pronouncements issued by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanySEC). If a legend is no longer not required pursuant to the foregoing, the Company will shall no later than three two (32) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Purchaser Buyer to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d) or as reasonably required by the Company’s transfer agent or Company’s counsel, as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and a representation letter such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to the extent required by Section 4.1(a), (which such third Trading Day, the “Legend Removal Date”) deliver or cause to Buyer shall be delivered entitled to such Purchaser Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Bxxxx’s designee with DTC, as applicable, the “Share Delivery Date”). The Company may not make shall be responsible for any notation on its records transfer agent fees or give instructions DTC fees with respect to any issuance of Securities or the Transfer Agent that enlarge the restrictions on transfer set forth removal of any legends with respect to any Securities in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaseraccordance herewith.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a restrictive legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Participant is selling pursuant to the effective registration statement registering the Securities for resale, the Participant agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser Participant to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser Participant or such Participant, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Participants, as applicable, by crediting the account of the Purchasertransferee’s Participant’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without to such restrictive holder the applicable Shares in book-entry form free and clear of such legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder legends by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of The Company agrees that it shall cause Company Counsel (i) after the Effective Date Date, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of Company Counsel as may reasonable be required by the Transfer Agent in connection with the removal of legends pursuant to this Section 4.1(c) following receipt of the certificates and documents contemplated below. Following Rule 144 becoming available for the resale of a Purchaser’s Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company, upon the request of such Purchaser and delivery of the certificates and documents contemplated below, shall cause Company shall instruct Counsel or other counsel satisfactory to the Transfer Agent to remove the legend from the Securities and shall cause its counsel issue to issue any legend removal opinion required by the Transfer AgentAgent a legal opinion stating that such Securities of such Purchaser are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or promptly upon written request from Celgene instruct the Transfer Agent (with notice to remove the Company) of a legended certificate or instrument representing restrictive notation from the book entries evidencing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legendsSecurities. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b(a) above shall be removed and the Company shall issue Once a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for Registration Statement covering the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsConversion Shares is declared effective, the Company shall instruct the Transfer Agent to remove all restrictive legends, including the legend set forth in Section 4.10 above (or, in the event that Conversion Shares are issued upon conversion after the Registration Statement is declared effective, the Conversion Shares shall be issued without restrictive legends). Further, the Company shall instruct the Transfer Agent to remove all restrictive legends, including the legend set forth in Section 4.10 above, (i) following any sale of such Securities or Conversion Shares pursuant to Rule 144 or any other applicable exemption from the registration requirements of the Securities Act, or (ii) if such Conversion Shares are eligible for resale under Rule 144(b)(1) or any successor provision (or, in the event that Conversion Shares are issued upon conversion after the conditions set forth in clauses (i) and (ii) above, the Conversion Shares shall cause its counsel to issue any legend removal opinion required be issued without restrictive legends). Without limiting the foregoing, upon request of the Purchaser, upon receipt by the Transfer Agent. Any fees (with respect Company of an opinion of counsel reasonably satisfactory to the Transfer Agent, Company counsel or otherwise) associated with to the issuance of effect that such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to under the foregoingSecurities Act and applicable state securities laws, the Company will no later than shall, within three Trading Days, cause the legend to be removed from any certificate (3or electronic book-entry notation) for any Securities or Conversion Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) (or electronic book-entry statements) representing the Securities or Conversion Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to such Purchaser’s account. (b) In addition to such Purchaser’s other available remedies, if the Company shall not cause the legend to be removed within three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause ), the Company shall pay to be delivered a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Series A Non-Voting Convertible Preferred Stock subject to such Purchaser a certificate or instrument conversion (based on the volume-weighted average price of the Common Stock on the date of the applicable Notice of Conversion (as defined in the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to Certificate of Designations)), $10 per Trading Day for each Trading Day after the Transfer Agent that enlarge Legend Removal Date until the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserConversion Shares are delivered without a legend.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale resale under Rule 144144(b) or any successor provision, 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to for the foregoingSecurities, if requested by a Purchaser, the Company will no later than shall request that the Transfer Agent remove any restrictive legends related to such Securities, whether certificated or uncertificated, and issue a new, unlegended stock certificate or make a new, unlegended book entry for such Securities, as the case may be, within three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing any such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), request (such third (3rd) Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to ), provided that the Company has timely received from such Purchaser a certificate or instrument (as customary representations and other documentation reasonably acceptable to the case may be) representing such Securities that is free from all restrictive legendsCompany and the Transfer Agent in connection therewith and an opinion of counsel to the extent required by Section 4.1(a). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three one (31) Trading Days Day following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form reasonably necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. Upon the written request of any Holder: (a) The Company shall remove any restrictive legend set forth included on the certificates (or, in Section 4.1(bthe case of book-entry shares, any other instrument or record) above shall be removed representing such Holder’s and/or its Affiliates’ ownership of securities of the Company, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable Securities securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities securities are registered for resale under the Securities Act, (ii) such Securities securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date effective date of a Registration Statement described in Article II or (iiB) Rule 144 becoming available for the resale of Securitiessecurities, 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 the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the Holder, shall instruct the Transfer Agent Company’s transfer agent to remove the legend from the Securities securities (in whatever form) and shall cause its counsel to issue any legend removal opinion required by the Transfer Agenttransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Business Days following the delivery by a Purchaser any Holder or its Affiliate to the Company or the Transfer Agent transfer agent (with notice to the Company) of a legended certificate or instrument (if applicable) representing such Securities securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a seller representation letter representing that such securities may be sold pursuant to Rule 144, to the extent required by Section 4.1(a)required, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the holder of such Purchaser securities a certificate or instrument (as the case may be) representing such Securities securities (or evidence of the issuance of securities in book-entry form) that is free from all restrictive legends. . (b) The Company may not make shall cooperate with and take reasonable action to facilitate, in accordance with reasonable and customary business practices, any notation on and all Transfers for consideration or otherwise, whether voluntarily or involuntarily, by operation of law or otherwise, by any Holder or its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account Affiliates of the Purchaser’s prime broker with DTC as directed by such PurchaserShares.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct pursuant to an effective Registration Statement, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of Effective Date and provided the registration statement referred to in clause (i) the Effective Date above is then in effect, or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) at such earlier time as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate or instrument representing such Securities (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and (ii) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime primary broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped stamped, or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of the date (i) a registration statement registering the Effective Date Shares for resale under the Securities Act is declared effective by the Commission or (ii) Rule 144 becoming becomes available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company Company, upon the written request of a holder, shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent, and the Company will no later than three (3) Trading Days following the Company’s or the Transfer Agent’s receipt (with notice to the Company) of a legended certificate or instrument representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Shares that is free from all restrictive legends. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCDTC or the Transfer Agent, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchasers, including, if applicable, by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC The Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter or (ii) to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. , registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”).. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4(a)(i), the legend set forth in Section 4.1(b2(u) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4(a)(ii), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144, including without limitation in compliance with the current public information requirements of Rule 144 (if applicable to the transferor is not an Affiliate Company at the time of such sale or transfer, and the Company)holder and its broker have delivered customary documents reasonably requested by the Company Counsel in connection with such sale or transfer, or (iii) such Securities are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as such eligibility to the Securities and without volume or manner-of-sale restrictionsCompany’s transfer agent, (the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the “Transfer Agent”). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the effective date of the applicable registration statement, or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4(a). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with DTC as directed by such DTC. ________ Subscription Agreement Purchaser.’s Initials 15 Generation Hemp, Inc.

Removal of Legends. The restrictive legend set forth in Section 4.1(b4.1(b)(iii) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions, or (iv) at the request of Purchaser, upon receipt by the Company of an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such Securities may be made without registration under the Securities Act and that such legend is no longer required. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the fees of the opinion of Purchaser's counsel pursuant to clause (iv) above) shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing bearing a legend, which represents such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), the Transfer Agent (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s 's prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend legends set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanyTrust), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company Trust 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company Trust to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company Trust shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company Trust counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the CompanyTrust. If a legend is no longer required pursuant to the foregoing, the Company Trust will no later than three (3) Trading Days trading days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the CompanyTrust) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Daytrading day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.as

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be date in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If which a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter an opinion of counsel to the extent required by Section 4.1(a), ) (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCthe Purchaser’s designated custodian, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities the Shares that is are free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities the Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC the Purchaser’s designated custodian as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale sold or transferred pursuant to (A) Rule 144 or (B) pursuant to an effective registration statement filed under the Securities Act, or (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities are registered for resale under the Securities ActAct and the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale (provided that, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), or (ii) such Securities are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, including without the requirement for the Company to be limitation in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for if applicable to the Company to be in compliance with at the current public information required under 144(c)(1) (time of such sale or Rule 144(i)(2)transfer, if applicable) as to and the Securities holder and without volume or manner-of-sale restrictions, the Company shall instruct its broker have delivered customary documents reasonably requested by the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentand/or Company Counsel in connection with such sale or transfer. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date (as defined in the Registration Rights Agreement), or at such other time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s or Purchaser’s prime broker with DTC as directed by such PurchaserDTC.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale resale under Rule 144144(b) or any successor provision, 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to for the foregoingSecurities, if requested by a Purchaser, the Company will no later than shall request that the Transfer Agent remove any restrictive legends related to such Securities, whether certificated or uncertificated, and issue a new, unlegended stock certificate or make a new, unlegended book entry for such Securities, as the case may be, within three (3) Trading Days following of any such request, provided that the delivery by a Company has timely received from such Purchaser customary representations and other documentation reasonably acceptable to the Company or and the Transfer Agent (with notice to the Company) in connection therewith and an opinion of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct issue to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days promptly following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused to be issued a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if if: (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement); (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or ; (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel); (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel to the Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act; or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the requirement for the Commission). 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal legal opinion required by (including, without limitation, the opinion referred to in the Transfer AgentAgent Instructions) to the Company’s transfer agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser the Purchaser: (i) to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer); or (ii) and a representation letter to the extent Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system; or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee (the date by which such credit is so required to be made to the balance account of the Purchaser’s or the Purchaser’s nominee with DTC or such certificate is required to be delivered to the Purchaser pursuant to the foregoing is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Securities free from all restrictive legends may Shares or Warrant Shares subject to legend removal hereunder shall, upon the Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the applicable balance account of at the Purchaser’s prime broker with DTC Depository Trust Company as directed by such the Purchaser.

Removal of Legends. The restrictive Certificates evidencing Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 4.1(b)(ii)): (i) while a registration statement (including the Registration Statement) covering such Securities are registered for resale under the Securities ActConversion Shares is then effective, or (ii) following a sale or transfer of such Securities are sold or transferred Conversion Shares pursuant to Rule 144 (if assuming the transferor transferee is not an Affiliate of the Company), or (iii) while such Securities Conversion Shares are eligible for sale by the selling Investor without volume restrictions under Rule 144, without the requirement for the . 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 securities and without volume or manner-of-sale restrictions. Following the earlier of (i) agrees that following the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) such other time as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is legends are no longer required pursuant to the foregoingbe set forth on certificates representing Conversion Shares under this Section 4.1(c), the Company will it will, no later longer than three (3) Trading Days following the delivery by a Purchaser the Investor to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate or instrument representing such Securities (endorsed or with stock powers attachedConversion Shares containing a restrictive legend, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the Investor Conversion Shares which are free of all restrictive and other legends. If the Company is then eligible, certificates for Conversion Shares subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to the Investor by crediting the prime brokerage account of the Investor with the Depository Trust Company System as directed by the Investor. If the Investor shall make a sale or transfer of Conversion Shares either (x) pursuant to Rule 144 or (y) pursuant to a registration statement and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing the applicable Conversion Shares containing a restrictive legend which are the subject of such Purchaser sale or transfer and a representation letter in customary form (the date of such sale or transfer and Conversion Share delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to the Investor a certificate or instrument (as the case may be) representing such Securities Conversion Shares that is free from all restrictive or other legends by the third Trading Day following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time such Conversion Shares are received free from restrictive legends, the Investor, or any third party on behalf of the Investor, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Conversion Shares (a “Buy-In”), then, in addition to any other rights available to the Investor under the Transaction Documents and applicable law, the Company shall pay in cash to the Investor (for costs incurred either directly by the Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by the Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such PurchaserSection.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale security is effective under the Securities Act, or (ii) following any sale of such Securities are sold Conversion Shares or transferred Warrant Shares, as the case may be, pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144144(k), without the requirement for the Company to be in compliance with the current public information or (iv) if such legend is not required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier applicable requirements of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Act (including judicial interpretations and without volume or manner-of-sale restrictions, pronouncements issued by the staff of the Commission). The Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent. Any fees (with respect Company’s transfer agent to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be borne by the Companyissued free of all legends. If a The Company agrees that at such time as such legend is no longer required pursuant to the foregoingunder Section 6.2 above or this Section 6.3, the Company will it will, no later than three (3) Trading nine Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) ’s transfer agent of a legended certificate representing Conversion Shares or instrument representing such Securities (endorsed or Warrant Shares, as applicable, issued with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), restrictive legend (such third Trading ninth Business Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section 4.1(c)Section. Certificates If available, certificates for Securities free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by the Depository Trust Company System. (b) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial damages and not as a penalty, for each $1,000 USD of Conversion Shares or Warrant Shares, as the case may be, (based on the Value Weighted Average Price (“VWAP”) of the Common Shares on the date such Conversion Shares or Warrant Shares are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to Section 6.3(c), $15 USD per Business Day (increasing to $30 USD per Business Day nine (9) Business Days after such damages have begun to accrue) for each Business Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 6 is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, within twenty (20) Business Days of receipt of such Securities.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Shares and without volume or manner-of-sale restrictions, upon written request by each Purchaser, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a each Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such each Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers each Purchaser by crediting the account of the each Purchaser’s prime broker with DTC as directed by such each Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate or book entry shares without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will (A) remove all restrictive legends from shares that are held in book entry form and (B) no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Except to the extent required by Law, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Upon receipt of written notice from a Purchaser, the receipt by the Company of a representation letter from such Purchaser and an opinion of counsel reasonably satisfactory to the Company, the legend set forth in Section 4.1(b5.3(a) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares or Conversion Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities Shares or Conversion Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iiiii) such Securities Shares or Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares or Conversion Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, upon written request of a Purchaser and receipt by the Company of a representation letter reasonably satisfactory to the Company, the Company shall instruct cause Company counsel to issue to the transfer agent for the shares of Common Stock (the “Transfer Agent”) a legal opinion acceptable to the Company and the Transfer Agent relating to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agentof such legend. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Subject to the receipt of an opinion of counsel reasonably satisfactory to the Company, following such time as a legend is no longer required pursuant to the foregoingfor certain Shares or Conversion Shares, the Company will no later than three (3) Trading Days trading days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or instrument representing such Securities Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter an opinion of counsel to the extent required by Section 4.1(a), 5.3(a) (such third Trading Day(3rd) trading day, the “Legend Removal Date”) ), deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Shares or Conversion Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Shares or Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate or book-entry statement without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and a representation letter an opinion of counsel to the extent required by Section 4.1(a), ) (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) book-entry statement representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates or book-entry statements for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCDTC (if available), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1144(c)(l) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1Rule I 44(c)(I) (or Rule 144(i)(2I 44(i)(2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three five (35) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Purchased Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Purchased Shares are registered for resale under the Securities Act, (ii) such Securities Purchased Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Purchased Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesPurchased Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Purchased Shares and without volume or manner-of-sale restrictions, upon written request by the Purchaser, the Company shall instruct the Transfer Agent to remove the legend from the Securities Purchased Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Purchased Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Purchased Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Purchased Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b(a) above shall be removed In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall issue instruct the Transfer Agent to remove any restrictive legends related to the book entry account holding such Shares and make a certificate new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends as soon as reasonably practicable (expected to be three (3) Business Days) following any such restrictive request therefor from such Investor, provided that the Company has timely received from the Investor a completed Investor representation letter in substantially the form attached hereto as Exhibit D and such other customary representations as may be reasonably required, in accordance with applicable law in connection therewith. Any shares subject to legend removal under this Section 5.5 may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the DTC System as directed by such Investor. The Company shall be responsible for the fees of its Transfer Agent, DTC and its legal counsel associated with such legend removal. (b) In addition, without limiting Section 5.5(a), and subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Initial Shares or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if Shares (i) such Securities are have been registered for resale under the Securities ActAct pursuant to an effective registration statement, (ii) such Securities are have been sold or transferred pursuant to Rule 144 (if in which case the transferor is not an Affiliate provisions of the CompanySection 5.5(a) shall apply), or (iii) such Securities are eligible for sale resale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144(c)(1) (or Rule 144(i)(2any successor provision), if applicablethe Company shall, in accordance with the provisions of this Section ‎5.5(b) (A) upon effectiveness of the registration statement registering the resale of such Initial Shares or Other Shares as to such securities and without volume or manner-of-sale restrictions. Following the earlier of set forth in clause (i), provide a “blanket” opinion to the Transfer Agent for the removal of legends in connection with any sale pursuant to the effective registration statement, and (B) the Effective Date or with respect to clauses (i), (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) and (or Rule 144(i)(2iii), if applicable) as to the Securities soon as reasonably practicable and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery any request therefor from an Investor accompanied by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a completed Investor representation letter to in substantially the extent required by Section 4.1(a)form attached hereto as Exhibit E, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent shall make a new, unlegended entry for such book entry shares. If, as a condition to the Purchasers by crediting the account removal of any legends of any of the Purchaser’s prime broker Securities, the Transfer Agent requires that the request for removal be accompanied by a certificate and/or an opinion of counsel reasonably satisfactory to the Transfer Agent, to the effect that the proposed transfer does not result in a violation of the Securities Act, the Company and/or its legal counsel shall provide such certificate or opinion with respect to any such transfer. The Company shall be responsible for the fees of its Transfer Agent, DTC as directed by and its legal counsel associated with such Purchaserlegend removal.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue a certificate book entry statements without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) one year from the Effective Closing Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, upon request of a Purchaser, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument book entry statement representing such Securities Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.second

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following Upon the earlier of (i) the Effective Date sale or disposition of any Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable securities or (ii) Rule 144 any Securities of the Investor becoming available for the resale of Securities, without the requirement for the Company eligible to be in compliance with sold without restriction pursuant to Rule 144, upon the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionswritten request of such Investor, the Company shall instruct or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing such Securities. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clauses (i) or (ii) above, as applicable, are satisfied with respect thereto. In addition, upon the earlier of (a) registration of the Shares and the Warrant Shares for resale pursuant to the Registration Rights Agreement or (b) the Shares and/or the Warrant Shares becoming eligible to be sold without restriction pursuant to Rule 144, the Company shall (1) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (A) a customary representation by the Investor that Rule 144 applies to remove the legend from shares of Common Stock represented thereby or (B) a statement by the Securities Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and shall (2) cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect deliver to the Transfer Agent, Company counsel Agent one or otherwise) associated with more blanket opinions to the issuance of such opinion or effect that the removal of such legend shall legends in such circumstances may be borne by effected under the Company1933 Act. If a legend is no longer required pursuant to the foregoing, When the Company will no later than is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (x) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days following the delivery of submission by a Purchaser to the Company or the Transfer Agent (with notice to the Company) that Investor of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (y) prior to the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted time such unlegended certificate is received by the Transfer Agent Investor after such three (3) Business Day period, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchasers Investor (for costs incurred either directly by crediting such Investor or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with DTC as directed Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such PurchaserInvestor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice together with a reasonably detailed summary indicating the amounts payable to the Investor in respect of the Buy-In.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) 4.2 above shall be removed and the Company shall issue a certificate or instrument representing such Securities without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Security upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2144(c)(2), if applicable) as to such securities Securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date Rule 144 becoming becomes available for the resale of Securities, Securities without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2144(c)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days trading days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a)4.1, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Investor a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser4.3.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) Securities being registered for resale under the Effective Date Securities Act or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) the date Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b(i) above shall be removed In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall issue instruct the Transfer Agent to remove any restrictive legends related to the book entry account holding such Shares and make a certificate new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends as soon as reasonably practicable (expected to be three (3) Business Days) following any such restrictive request therefor from such Investor, provided that the Company has timely received from the Investor a completed Investor representation letter in substantially the form attached hereto as Exhibit D and such other customary representations as may be reasonably required, in accordance with applicable law in connection therewith. Any shares subject to legend removal under this Section 5.5 may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the DTC System as directed by such Investor. The Company shall be responsible for the fees of its Transfer Agent, DTC and its legal counsel associated with such legend removal. (ii) In addition, without limiting Section 5.5(a), and subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Initial Shares or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if Shares (i) such Securities are have been registered for resale under the Securities ActAct pursuant to an effective registration statement, (ii) such Securities are have been sold or transferred pursuant to Rule 144 (if in which case the transferor is not an Affiliate provisions of the CompanySection 5.5(a) shall apply), or (iii) such Securities are eligible for sale resale under Rule 144, 144(b)(1) without the requirement for the Company to be in compliance with the current public information required requirements under Rule 144(c)(1) (or Rule 144(i)(2any successor provision), if applicablethe Company shall, in accordance with the provisions of this Section ‎5.5(b) (A) upon effectiveness of the registration statement registering the resale of such Initial Shares or Other Shares as to such securities and without volume or manner-of-sale restrictions. Following the earlier of set forth in clause (i), provide a “blanket” opinion to the Transfer Agent for the removal of legends in connection with any sale pursuant to the effective registration statement, and (B) the Effective Date or with respect to clauses (i), (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) and (or Rule 144(i)(2iii), if applicable) as to the Securities soon as reasonably practicable and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery any request therefor from an Investor accompanied by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a completed Investor representation letter to in substantially the extent required by Section 4.1(a)form attached hereto as Exhibit E, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent shall make a new, unlegended entry for such book entry shares. If, as a condition to the Purchasers by crediting the account removal of any legends of any of the Purchaser’s prime broker Securities, the Transfer Agent requires that the request for removal be accompanied by a certificate and/or an opinion of counsel reasonably satisfactory to the Transfer Agent, to the effect that the proposed transfer does not result in a violation of the Securities Act, the Company and/or its legal counsel shall provide such certificate or opinion with respect to any such transfer. The Company shall be responsible for the fees of its Transfer Agent, DTC as directed by and its legal counsel associated with such Purchaserlegend removal.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the Registration Statement, such Purchaser agrees to only sell such Securities during such time that the Registration Statement is effective and not withdrawn or suspended, and only as permitted by the Registration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall reissue a certificate representing the applicable Shares or issue a certificate representing the applicable Warrant Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Securities (in which case a Purchaser shall also be required to provide reasonable assurances (in the foregoingform of seller and, if applicable, broker representation letters), the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares or instrument representing such Securities Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice and a representation letter payment of the applicable exercise price in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and an opinion of counsel to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates for Securities free from all restrictive legends Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend (other than the legend described below in Section 4.1(d)) to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. Except as may be required to ensure compliance with applicable law and except as expressly provided in this Agreement, The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend legends set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. Except as may be required to ensure compliance with applicable law or so as to be consistent with any xxxxxxx xxxxxxx policy implemented by the Company, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Notwithstanding the foregoing or anything else in this Section 4.1 to the contrary, the Company shall not be required to remove the restrictive legend regarding the restriction and encumbrance of transfers of Securities under the Shareholder Agreement set forth in Section 4.1(b) above unless and until the Shareholder Agreement has been terminated or otherwise cancelled in accordance with the terms thereof.

Removal of Legends. The Upon the written request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b(a) above shall be removed In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption 0000-0000-0000\10 under the Securities Act such that the purchaser acquires freely tradable securities and upon compliance by such Purchaser with the requirements of this Agreement, if requested by such Purchaser, the Company shall issue a certificate without such cause the Transfer Agent to timely remove any restrictive legend or any other restrictive legend legends related to the holder book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends, provided that the applicable Securities Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if earliest of (i) such Securities are registered for the Shares being subject to an effective registration statement covering the resale under of the Securities ActShares, (ii) such Securities are time as the Shares have been sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities time as the Shares are eligible for sale resale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1144(b)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsany successor provision, the Company shall instruct (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, together with either (1) a customary representation by the Purchaser that Rule 144 applies to the Shares represented thereby or (2) a statement by the Purchaser that such Purchaser has sold the Shares represented thereby in accordance with the plan of distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or effect the removal of the legend in accordance with the provisions of this Agreement. The Company agrees that following such legend shall be borne by the Company. If a time as such legend is no longer required pursuant to under this Section 7.3, it will, upon a Purchaser’s written request and compliance with the foregoingimmediately preceding sentence, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Purchaser, a certificate or instrument (as the case may be) representing that such Securities that is Shares are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Shares subject to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may legend removal hereunder shall be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC custodian as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) the date Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to (A) Rule 144 (if the transferor is not an Affiliate of the Company)) or (B) pursuant to an effective registration statement filed under the Securities Act, or (iiiii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Stock free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier satisfaction of the conditions set forth in clauses (i) the Effective Date or ), (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1or (iii) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsabove, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, attached and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.1(b) or this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to an effective Registration Statement, then such Purchaser agrees to only sell such Securities during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) the Effective Date or (iiB) Rule 144 becoming available for the resale of such Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove irrevocable instructions that the Transfer Agent shall issue certificates representing the applicable Securities without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer AgentAgent of the legended certificates for such Securities. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Securities (in which case a Purchaser shall also be required to provide reasonable assurances (in the foregoingform of seller and, if applicable, broker representation letters) that a legend is no longer required), the Company will will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (1) a legended certificate or instrument representing such the Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect effect the reissuance and/or transfertransfer thereof), or (2) an Exercise Notice or Exchange Notice (as defined in the Warrants or the Amended Warrant, as applicable) and a representation letter payment of the applicable exercise price in the manner stated in the Warrants or the Amended Warrant, if and as applicable, to effect the exercise or exchange of the Warrants or the Amended Warrant, as applicable, in accordance with its terms, and an opinion of counsel provided by, or at the expense of, the Company, to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates for the Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth above in Section 4.1(b2(g) above shall be removed from certificates representing Shares and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Buyer is selling pursuant to the effective registration statement registering the Shares for resale (the "Registration Statement"), the Buyer agrees to only sell such Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of Securitiesthe Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct within one (1) Business Day deliver to its transfer agent irrevocable instructions that the Transfer Agent to remove transfer agent shall reissue a certificate representing the applicable Shares without legend from the Securities and shall cause its counsel to issue any legend removal opinion required upon receipt by the Transfer Agenttransfer agent of the legended certificates for such Shares. Any fees (with respect to the Transfer Agent, Company counsel transfer agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend set forth in Section 4.1(b) above shall be removed removable and the Company shall issue or cause to be issued a certificate without such restrictive legend or any other restrictive legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities Shares are sold or transferred pursuant to in compliance with Rule 144 (if the transferor is not an Affiliate of the Company), including without limitation in compliance with the current public information requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have delivered customary documents reasonably requested by the Transfer Agent and/or Company Counsel in connection with such sale or transfer, or (iii) such Securities Shares are eligible for sale under Rule 144, 144 without the requirement for that the Company to be in compliance with the current public information required under requirements of Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities 144 and without volume or manner-of-sale restrictions. Following the earlier other restriction and Company Counsel has provided written confirmation of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company such eligibility to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If At such time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with concurrent notice and delivery of copies to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) , and a representation letter to together with such other customary documents as the extent required by Section 4.1(aTransfer Agent and/or Company Counsel shall reasonably request), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the transferee of the Purchaser or the Purchaser, as applicable, a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser4.1.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date upon which Rule 144 becoming becomes available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities Shares and without volume or manner-of-sale restrictions, upon written request by the Purchaser, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such the Purchaser.

Removal of Legends. The Certificates or other instruments evidencing the Securities shall not be required to contain the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer not required pursuant to the foregoing, the Company will no later than three (3) Trading Days will, as soon as practicable following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. In connection therewith, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c4.1(b). Certificates for Securities Shares and Warrant Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers a Purchaser by electronic delivery by crediting the account of the Purchaser’s prime broker with DTC the Depository Trust Company (“DTC”) as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale sold or transferred pursuant to (A) Rule 144 or (B) pursuant to an effective registration statement filed under the Securities Act, or (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser Shareholder to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Shareholder a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Shareholders by crediting the account of the PurchaserShareholder’s prime broker with DTC as directed by such PurchaserShareholder.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”) or the Transfer Agent, if (i) such Securities are registered for resale under the Securities ActAct (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third (3rd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends Common Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate book-entry statement without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities ActAct (provided that, if a Purchaser is selling pursuant to the Registration Statement, such Purchaser agrees to only sell such Shares during such time that the Registration Statement is effective and not withdrawn or suspended, and only as permitted by the Registration Statement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct deliver to the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by irrevocable instructions that the Transfer AgentAgent shall reissue a book-entry statement representing the applicable Shares without legend. Any fees (with respect to the Transfer Agent, Company counsel Agent or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the Effective Date, or at such earlier time as a legend is no longer required pursuant for certain Shares (in which case a Purchaser shall also be required to provide reasonable assurances, in the foregoingform of seller and, if applicable, broker representation letters), the Company will no later than three (3) two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate or instrument book-entry statement representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and or otherwise in form necessary to affect effect the reissuance and/or transfer) and a representation letter or (ii) an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, evidence of a certificate or instrument (as the case may be) book-entry statement representing such Securities Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c)) other than to comply with applicable law. Certificates Book entry statements for Securities free from all restrictive legends Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b5(i) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCdelivery, as applicable, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of a registration statement or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without upon Purchaser’s delivery of a shareholder representation letter and any such documentation as may be required by the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictionsCompany’s counsel, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Certificates for Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. Except as may be required to ensure compliance with applicable law or so as to be consistent with any xxxxxxx xxxxxxx policy implemented by the Company, and except as expressly provided in this Agreement the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c6(a). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) 3.5 above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date effective date of the Registration Statement or (ii) Rule 144 becoming available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, the Company shall instruct shall, at its sole expense, cause the Company’s counsel, upon delivery by the Licensor of a customary representation letter with respect to the legend removal to Company counsel and/or the Transfer Agent, (i) while the Registration Statement is effective, to issue to the Transfer Agent to remove a legal opinion that the legend from Registration Statement covering resales of the Shares has been declared effective by the Commission under the Securities Act, and shall cause its counsel to issue any legend removal opinion (ii) provide all other opinions as may reasonably be required by the Transfer Agent. Any fees (Agent in connection with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of legends (a) in connection with a sale made pursuant to an effective Registration Statement or (b) pursuant to Rule 144. Following the effective date of the Registration Statement, or at such legend shall be borne by the Company. If earlier time as a legend is no longer required pursuant to the foregoingfor certain Shares, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or cause the Transfer Agent (with notice to Agent, as soon as reasonably practicable after the Company) Licensor’s delivery of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a signed customary representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to Company’s counsel and/or the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent Agent, to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by remove such Purchaserlegends.

Removal of Legends. (i) The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the DTC, if (i) such Securities are registered for resale under the Securities ActAct pursuant to an effective registration statement, (ii) such Securities are sold or transferred pursuant to and in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictionsrestrictions and are not being held by an Affiliate of the Company. Following the earlier of (i) the Effective Date effective date of a Registration Statement or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the such Securities and without volume or manner-of-sale restrictionsrestrictions and the Securities are not held by an Affiliate of the Company, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following the date on which a Registration Statement is first declared effective by the Commission, or at such earlier time as a legend is no longer required pursuant to the foregoingfor certain Securities in accordance with this Agreement, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) ), and a representation letter an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. (ii) The Company agrees that following such time as the legend is no longer required in accordance with this Agreement, it will, no later than two (2) Trading Days following the delivery by a Purchaser to the Transfer Agent of a (i) certificate representing Securities issued with a restrictive legend if such Securities are certificated, or (ii) written notice requesting the removal of any restrictive legend from the entry in the applicable balance account evidencing such Securities, as the case may be, deliver or cause to be delivered to such Purchaser such Securities, free from all restrictive and other legends, by crediting the account of the Purchaser’s prime broker with DTC System as directed by such Purchaser. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Article IV.

Removal of Legends. The restrictive legend set forth in In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144, pursuant to any other exemption under the Securities Act or pursuant to sale under an effective registration statement such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Section 4.1(b) above shall be removed and 4.11, if requested by the Investor, the Company shall issue a certificate without such cause the Transfer Agent to remove any restrictive legend or any other restrictive legend legends related to the holder book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends as soon as practicable of any such request therefor from the applicable Securities Investor and no later than two (2) Trading Days after such request, provided that the Company has received customary representations and other documentation reasonably acceptable to the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon which it is stamped or issue to the earlier of such holder by electronic delivery at time as the applicable balance account at DTCShares, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale resale under Rule 144, 144(b)(1) or any successor provision (without the requirement for the Company to be in compliance comply with the current public information required under obligations of Rule 144(c)(1) (or Rule 144(i)(2144(c), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct promptly, after receipt of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares and (B) use reasonable best efforts to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect deliver to the Transfer Agent, Company counsel Agent one or otherwise) associated with more blanket opinions to the issuance of such opinion or effect that the removal of such legend shall legends in such circumstances may be borne by effected under the CompanySecurities Act. If a legend is no longer required pursuant to From and after the foregoingearlier of such dates, upon an Investor’s written request, the Company will no later than three (3) Trading Days following shall promptly cause certificates or book entries evidencing the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause Investor’s Shares to be delivered to such Purchaser a certificate replaced with certificates or instrument (book entries, as the case may be) representing , which do not bear such Securities that is free from all restrictive legends, provided the provisions of either clauses (i), (ii) or (iii) above, as applicable, are satisfied with respect to such Shares. Notwithstanding the foregoing, promptly following the one-year anniversary of the Closing, the Company shall remove any legend from the book entry position evidencing the Shares then held by non- affiliates of the Company. The Company may not make any notation on shall be responsible for the fees of its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker associated with DTC as directed by such Purchaserissuance.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to (A) Rule 144 (if the transferor is not an Affiliate of the Company)) or (B) pursuant to an effective registration statement filed under the Securities Act, or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DTC (if available) if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Upon Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Business Days following the delivery by a the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such the Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC (if available) as directed by such the Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) upon request, if such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) upon request, if such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities Common Shares are registered for resale under the Securities Act, (ii) such Securities Common Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule 144 becoming available for the resale of SecuritiesCommon Shares (if the holder of the Common Shares is not an Affiliate of the Company), without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Common Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of SecuritiesShares, 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 the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice and a copy of the materials provided to the Transfer Agent to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The Upon the request of the holder, the restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Securities and without volume or manner-of-sale restrictions, the Company Company, upon the written request of the holder, shall instruct the Transfer Agent to remove the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Company or the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), ) (such third Trading DayDate, the “Legend Removal Date”) ), deliver or cause to be delivered to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) 4.2 above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTCstamped, if (i) such Securities Shares are registered for resale under the Securities Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities Shares and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) date Rule 144 becoming becomes available for the resale of SecuritiesShares, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1144(c) (1) (or Rule 144(i)(2144(i) (2), if applicable) as to the Securities Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the legend from the Securities Shares and shall cause its counsel to issue any legend removal opinion required by the Transfer Agent. Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Trading Days trading days following the delivery by a Purchaser Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument representing such Securities Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a)4.1, (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser Investor a certificate or instrument (as the case may be) representing such Securities Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities free from all restrictive legends may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser4.3.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue a certificate book entry statements without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act, (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (iA) one year from the Effective Closing Date or (iiB) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under 144(c)(1) (or Rule 144(i)(2), if applicable) 144 as to the Securities such securities and without volume or manner-of-sale restrictions, upon request of a Purchaser, the Company shall instruct cause Company Counsel to issue to the Transfer Agent the legal opinion referred to remove in the legend from the Securities and shall cause its counsel to issue any legend removal opinion required by the Irrevocable Transfer AgentAgent Instructions. Any fees (with respect to the Transfer Agent, Company counsel Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If Following such time as a legend is no longer required pursuant to the foregoingfor certain Securities, the Company will no later than three two (32) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate or instrument book entry statement representing such Securities Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a representation letter to the extent required by Section 4.1(a), (such third second (2nd) Trading Day, the “Legend Removal Date”) ), deliver or cause to be delivered via DTC to such Purchaser a certificate or instrument (as the case may be) representing such Securities that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates Electronic certificates for Securities free from all restrictive legends Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.