Common use of Removal of Legends Clause in Contracts

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any Upon the earlier of (i) the sale or disposition of the any Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by securities or (ii) any Securities of the Investor with becoming eligible to be sold without restriction pursuant to Rule 144, upon the requirements written request of this Agreementsuch Investor, the Company shall 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 sold or disposed of without to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Upon In addition, upon the earlier of (i) registration of the Conversion Shares and the Warrant Shares for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares and/or the Warrant Shares becoming freely tradable by a non-affiliate eligible to be sold without restriction pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorInvestor 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such Investor 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. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Securities upon which it is stamped or issue the applicable Securities without such a legend or any other legend to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are sold pursuant to an Investor effective Registration Statement and the Purchaser has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit G attached hereto (the “Certificate of Sale” ) with respect to such Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or pursuant (iii) such Securities are eligible for sale under Rule 144 without restriction. Any fees (with respect to any other exemption under the Securities Act Transfer Agent, Company Counsel or otherwise) associated with the removal of such that the purchaser acquires freely tradable shares and upon compliance legend shall be borne by the Investor with the requirements of this AgreementCompany. Following such time as a legend is no longer required for certain Securities, the Company shall orwill 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 representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the case reissuance and/or transfer), deliver or cause to be delivered to the transferee of Common Stocksuch Purchaser or such Purchaser, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates as applicable, a certificate representing the such Securities sold or disposed of without that is free from all restrictive and other legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement The Company may not make any notation on its records or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver give instructions to the Transfer Agent irrevocable instructions that enlarge 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, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as restrictions on transfer set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding4.1. 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 Certificates for Shares or Warrant Shares subsequently issued upon due exercise of subject to legend removal hereunder may be transmitted by the Warrants shall not bear such restrictive legends provided Transfer Agent to the provisions of either clause (i) or clause (ii) abovePurchasers, as applicable, are satisfied by crediting the account of the transferee’s Purchaser’s prime broker with respect to such Warrant SharesDTC. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: If (1) a certificate representing the unlegended certificate Shares or Warrant Shares is not delivered to an Investor the Purchaser within three (3) Trading Days of submission after receipt by that Investor of a legended certificate and supporting documentation to the Company or the Transfer Agent as provided above of all documents necessary for the removal of the legend set forth above, including, but not limited to the signed and completed Certificate of Sale and (2) prior to the time such unlegended certificate is received by the InvestorPurchaser, the InvestorPurchaser, or any third party on behalf of such Investor the Purchaser or for the InvestorPurchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor Purchaser (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such Investor Purchase as a result of the sale to which such Buy-In relates. The Investor Purchaser shall provide the Company written notice indicating the amounts payable to the Investor Purchaser in respect of the Buy-In.

Removal of Legends. In connection with (i) To the extent the resale of any sale Purchases Shared or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption Underlying Shares are registered under the Securities Act such that pursuant to an effective Registration Statement naming the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreementholder thereof as a selling stockholder, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) agrees to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of promptly (i) registration for resale pursuant to authorize the Registration Rights Agreement removal of the legend set forth in Section 4.1(b) and any other legend not required by applicable law from such Purchased Shares or CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [**], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Underlying Shares and (ii) cause its Transfer Agent to issue such Underlying Shares without such legends to the Shares becoming freely tradable holder thereof by a non-affiliate pursuant to Rule 144 electronic delivery at the applicable balance account at the Depository Trust Company shall upon surrender of any stock certificates evidencing such Underlying Shares. Any fees (A) deliver with respect 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 sharesAgent, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (Bcounsel or otherwise) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that associated with the removal of such legends in such circumstances may legend(s) shall be effected under borne by the Securities ActCompany. With respect Each Purchaser hereby covenants and agrees that (i) to the removal extent resales of legends from the Purchased Shares registered for resale or Underlying Shares are made pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a such effective Registration Statement, they that such resales will be sold made only during the time that such Registration Statement is effective and not withdrawn or suspended and only as permitted by such Registration Statement, and otherwise in compliance with the plan of distribution set forth thereinSecurities Act (including applicable prospectus delivery obligations), and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, to the extent resales of the Purchased Shares or Underlying Shares are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered made pursuant to an Investor within three (3) Trading Days available exemption from the registration requirements of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent Securities Act, such resales will be made only as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 permitted by such certificate (a “Buy-In”), then exemption and otherwise in compliance with the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-InSecurities Act.

Removal of Legends. Within one (1) Business Day following the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective, the Company shall provide or cause its legal counsel to provide the transfer agent for the Common Shares (the “Transfer Agent”) one or more opinions regarding the removal of legends in connection with sales or other permitted dispositions pursuant to the effective Registration Statement. In connection therewith, the Company shall use reasonable best efforts to have the Transfer Agent remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two (2) Trading Days receipt of notice of the sale or disposition pursuant to the Registration Statement, provided that the Transfer Agent and/or Company has timely received from the Investor a customary seller representation letter regarding such disposition. In addition, either (i) any time after the holding period specified in Rule 144(d)(1)(ii) has been satisfied or (ii) in connection with any sale sale, assignment, transfer or other disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by an Investor, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) use reasonable best efforts to issue replacement certificates representing the Securities sold have provide or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its legal counsel to deliver to provide the Transfer Agent one or more opinions (including blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to opinions) regarding the removal of legends from Shares registered for resale pursuant in reliance of such rule, and to have the Transfer Agent remove any restrictive legends related to the Registration Rights Agreementbook entry account holding such shares and make a new, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of unlegended entry for 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 book entry shares without restrictive legends provided the provisions of either clause within two (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (32) Trading Days of submission by any such request, provided that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and/or Company has timely received from the Investor customary representations and (2) prior other documentation reasonably acceptable to the time such unlegended certificate is received Company in connection therewith. Shares subject to legend removal hereunder may be transmitted by the Investor, Transfer Agent to the Investor, or any third party on behalf Investor by crediting the account 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 prime broker with the Investor of shares represented DTC’s system as directed by such certificate (a “Buy-In”), then the Investor. The Company shall pay in cash to be responsible for the Investor (for costs incurred either directly by fees of its Transfer Agent and all DTC fees associated with such 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) exceeds the proceeds received by such 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-Inissuance.

Removal of Legends. In connection with any sale or disposition of the Securities by an the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that the Investor has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an the 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by Abiomed or an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act and pursuant to any applicable Canadian securities laws such that the purchaser acquires freely tradable shares and upon compliance by the Abiomed or an Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Securities becoming freely tradable by a non-affiliate pursuant to Rule 144 and any applicable Canadian securities laws, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Abiomed or an Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by Abiomed or such Investor that it has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally 1933 Act and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understandingapplicable Canadian securities laws. From and after the earlier of such dates, upon the written request of Abiomed or an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s its Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor Abiomed or the Investor, as applicable, within three (3) Trading Business Days of submission by Abiomed or that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Abiomed or such Investor, the Abiomed or such Investor, or any third party on its behalf of such Investor or for the Investor’s its account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Abiomed or such Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Abiomed or such Investor (for costs incurred either directly by such Investor it 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) exceeds the proceeds received by Abiomed or such Investor as a result of the sale to which such Buy-In relates. The Abiomed or the affected Investor shall provide the Company written notice indicating the amounts payable to the Investor it in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (ia) registration for resale pursuant to the Registration Rights Agreement or (iib) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (Ai) 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, if such legend is being removed pursuant to Rule 144, with (A) either a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (B) a statement by the Investor or its broker 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 (Bii) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1x) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2y) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Each Investor shall provide the Company written notice indicating the amounts payable to the such Investor in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration of the Securities by an Investor resale pursuant to a registration statement of the Shares, Conversion Shares and Liquidated Damage Shares, or (ii) 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 Agreement144(b) becoming available, the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing the Shares as well as the shares of Common Stock to be issued as Conversion Shares and Liquidated Damage Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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, if applicable, in accordance with any prospectus delivery requirements, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Debenture), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 3% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares subsequently issued upon due conversion of the Preferred Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharesthereto. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) the effectiveness of the registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such datesdates (the “Legend Removal Date”), 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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. Additionally, at the option of an Investor, the Company shall pay to such Investor, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Weighted Average Price (as defined in Exhibit A) of the Common Stock on the Legend removal date), $5 per trading day for each trading day after the 2nd trading day following the Legend Removal Date until such certificate is delivered without a legend; provided, however, that such Investor has provided the Company with at least one (1) trading day’s prior written notice of such failure to deliver certificates without legends. The foregoing shall be without prejudice to any other rights and recourses of any Investor in connection with the failure of the Company to cause the prompt delivery to the Investor of unlegended certificates upon a written request therefor beginning on the Legend Removal Date.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement under an effective Registration Statement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, available 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares; provided, however, that the Company shall not be required to remove such restrictive legends except upon the request of the Investor upon a sale of the Securities, which request will be deemed to be a representation and warranty by the Investor that the shares have been sold either (i) pursuant to Rule 144(k) or (ii) pursuant to the Plan of Distribution specified in the Registration Statement and in connection with which the Investor or the Investor’s broker has delivered or will, prior to the time the sale is confirmed, deliver to the buyer the most recent version of the prospectus provided to it by the Company. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorCompany’s transfer agent together with a representation letter in customary form, 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 be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such five (5) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition the written request of a Shareholder, following the expiration of the Securities 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 Agreementapplicable Lock-up Period, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Shareholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall cause issue a certificate (or evidence of the transfer agent for issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (the “Transfer Agent”i) to issue replacement certificates representing such shares of Common Stock are registered for resale under the Securities Act and the registration statement for such Company Equity Interests has not been suspended pursuant to Section 5.03 hereof or as otherwise required by the Securities Act, the Securities Exchange Act or the rules and regulations of the SEC promulgated thereunder, (ii) such shares of Common Stock are sold or disposed transferred pursuant to Rule 144, or (iii) such shares of Common Stock are eligible for sale pursuant to Section 4(a)(1) of the Securities Act or Rule 144 without restrictive legendsvolume or manner-of-sale restrictions. Upon Following the earlier of (iA) registration for resale pursuant to the effective date of a Registration Rights Agreement Statement registering such shares of Common Stock or (iiB) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 becoming available for the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing resale of such shares of Common Stock without legends volume or manner-of-sale restrictions, the Company, upon receipt the written request of the Shareholder or its permitted transferee and, if requested by the Company, the provision by such Transfer Agent Person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in whatever form) and shall cause Company 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 removal of such legend (except for the provision of the legended certificates for such shares, together with, if such legal opinion by the Shareholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. If a legend is being removed no longer required pursuant to the foregoing, the Company will promptly following the delivery by any Shareholder or its permitted transferee to the Company or the transfer agent (with notice to the Company) of a legended certificate (if applicable) representing such shares of Common Stock and, to the extent required, a seller representation letter representing that such shares of Common Stock may be sold pursuant to Rule 144, and a customary representation by the Investor that Rule 144 applies legal opinion of reputable counsel reasonably satisfactory to the Company and the transfer agent, deliver or cause to be delivered to the holder of such Company Equity Interests a certificate representing such shares of Common Stock represented thereby, and (B) cause its counsel to deliver to or evidence of the Transfer Agent one or more blanket opinions to the effect that the removal issuance of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 “Buybook-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third partyentry form) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inthat is free from all restrictive legends.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by shares upon the request of an Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shareslegends. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three two (32) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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. Such payment shall constitute the Investor’s exclusive monetary remedy for a Buy-in, but shall not limit the Investor’s right to pursue any equitable remedies available to it hereunder, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver unlegended shares of Common Stock as required pursuant to the terms hereof.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the such Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the such Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by such Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the applicable registration statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the 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 Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition 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 pursuant to an Investor effective registration statement, (ii) such Securities are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), or pursuant to any other exemption (iii) such Securities are eligible for sale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Rule 144(k). The Company shall or, cause Company Counsel to issue the legal opinion referred to in the case of Common Stock, shall cause Irrevocable Transfer Agent Instructions to the Company’s transfer agent for on the Common Stock Effective Date. Any fees (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver with respect to the Transfer Agent irrevocable instructions that Agent, Company Counsel or otherwise) associated with the Transfer Agent shall reissue a certificate representing shares issuance of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one opinion or more blanket opinions to the effect that the removal of such legends in legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such circumstances Warrant Shares may be effected sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Securities Act. With respect to the removal of legends from Shares registered Effective Date, or at such earlier time as a legend is no longer required for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestcertain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within 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 submission by that Investor of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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 an opinion of counsel 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 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchasers by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-InPurchaser’s prime broker with DTC.

Removal of Legends. In connection with any sale or disposition The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by an Investor 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 (assuming the transferor is not an Affiliate of the Company), or pursuant to any other exemption (iii) such Securities are eligible for sale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Rule 144(k). The Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Any fees (with respect to the Transfer Agent one or more blanket opinions Agent, counsel to the effect that Company or otherwise) associated with the issuance of such opinion or the removal of such legends in legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such circumstances Warrant Shares may be effected sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Securities Act. With respect to the removal of legends from Shares registered Effective Date, or at such earlier time as a legend is no longer required for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestcertain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within 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 submission by that Investor of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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 an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate 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 as provided above and (2) prior to that enlarge the time such unlegended certificate is received by the Investor, the Investor, or any third party restrictions on behalf of such Investor or for the Investor’s account, purchases (transfer set forth 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-Inthis Section.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the "Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Investor’s 's Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the Transfer Agent does not deliver the unlegended certificate is not delivered to an Investor a nationally recognized overnight courier service (the "Courier Service") for next day delivery within three two (32) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorInvestor (other than as a result of a delay in delivery by the Courier Service), the Investor, or any third party on behalf of such Investor or for the Investor’s '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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with Certificates evidencing the Warrant Shares shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale or disposition of the Securities by an Investor such Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), or pursuant to any other exemption (iii) if such Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), or (iv) if such legend is not required under applicable requirements of the Securities Act such that the purchaser acquires freely tradable shares (including judicial interpretations and upon compliance pronouncements issued by the Investor with staff of the Commission). The Holders shall cause their counsel to issue a legal opinion to the Transfer Agent or HoldCo promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by HoldCo, respectively. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. HoldCo agrees that following such time as such legend is no longer required under this Agreement or the Business Combination Agreement, the Company shall orHoldCo will, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon no later than the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or two (2) Trading Days and (ii) the Shares becoming freely tradable number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a non-affiliate pursuant Holder to Rule 144 HoldCo or the Company shall Transfer Agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (A) such date, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate representing such shares that is free from all restrictive and other legends. HoldCo may not make any notation on its records or give instructions to the Transfer Agent irrevocable instructions that enlarge restrictions on transfer. Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent shall reissue to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on HoldCo’s primary Trading Market with respect to the HoldCo Equity Securities as in effect on the date of delivery of a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 with a restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-Inlegend.

Removal of Legends. In Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection with any sale therewith, upon the earlier of such time as the Shares (a) have been sold or disposition of transferred pursuant to an effective registration statement, (b) such time as the Securities by an Investor Shares have been sold pursuant to Rule 144 144, or pursuant to (c) are eligible for resale under Rule 144(b)(1) or 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 Agreementsuccessor provision, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing timely remove any restrictive legends related to the Securities book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together withincluding, if such legend is being removed pursuant to Rule 144necessary, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause causing its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With Shares subject to legend removal hereunder shall, unless otherwise directed by an Investor, be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System (DTC) as directed by such Investor. The Company shall be responsible for all fees (with respect to the removal its Transfer Agent, counsel, DTC or otherwise) associated with such issuance. The Company acknowledges that a breach by it of legends from Shares registered for resale pursuant its obligations under this Section 7.3 will cause irreparable harm to the Registration Rights Agreementan Investor. Accordingly, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal remedy at law for a breach of the restrictive legend from certificates representing Shares as set forth in its obligations under this Section 7.8 is predicated upon 7.3 will be inadequate and agrees, in the Company’s reliance upon this understanding. From and after the earlier event of such dates, upon an Investor’s written request, a breach or threatened breach by 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 clause (i) or clause (ii) abovethis Section 7.3, as applicablethat an Investor shall be entitled, are satisfied with respect in addition to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificateall other available remedies, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of submission by that Investor of a legended certificate showing economic loss and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, the Investor, without any bond 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-Inother security being required.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of of: (i) registration for resale pursuant to the Registration Rights Agreement a registration statement; or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 becoming available, upon written request of the Lender, the Company shall (A) deliver to the Transfer Agent transfer agent for the Common Stock irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of a notice of exercise of the legended certificates for such sharesWarrant, together with, if such legend is being removed pursuant to Rule 144, a customary representation by exchange of the Investor that Rule 144 applies to Drinks Debenture or transfer of the shares of Common Stock represented therebyCollateral Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an the 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) or the notice to issue shares of Common Stock without legend to the Transfer Agent as provided above and (2) prior above, the Company shall be liable to the time Investor for liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) Business Day that the unlegended certificate is received by certificates have not been so delivered. In the Investorevent that the Company or its counsel fails to deliver the appropriate instructions to the transfer agent to remove any restrictive legend from Common Stock from either the exercise of the Warrant, the Investor, exchange of the Drink Shares or any third party on behalf transfer 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”)Collateral Shares, then the Company shall pay in cash hereby acknowledges that it authorizes the transfer agent to accept a legal opinion issued by an attorney reasonably acceptable to the Investor (for costs incurred either directly by such Investor Investor, including but not limited to Xxxxxx & Xxxxxx, LLP 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 commissionsXxxxx Xxxxx, if any) exceeds the proceeds received by such 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-InEsq.

Removal of Legends. In connection with any sale or disposition of the Securities 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 such Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the such Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by such Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the applicable registration statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the 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 Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement Amended and Restated Certificate of Designation or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharesthereto. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available, the Company shall (A) deliver to the transfer agent for the Common Stock (the "Transfer Agent Agent") irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Conversion Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares or the Notes and/or the Warrants (or any legended certificates previously issued for such shares), together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 therefor, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Investor’s Securities representing previously issued Conversion Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Conversion Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate certificate(s) and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is Conversion Shares and/or Warrant Shares are received by the Investorfree from restrictive legends, the Investor, or any third party on behalf of such Investor or for the Investor’s '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 Conversion Shares and/or Warrant Shares (a “"Buy-In”"), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any Upon the earlier of (i) the sale or disposition of the any Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by securities or (ii) any Securities of the Investor with becoming eligible to be sold without restriction pursuant to Rule 144, upon the requirements written request of this Agreement, the Company shall such Investor or, in the case of Common StockShares, shall cause the transfer agent for the Common Stock Shares (the “"Transfer Agent”") to issue replacement certificates representing such Securities or updated or replacement records of book entries or electronic issuances evidencing such Securities. From and after the earlier of such dates, upon an Investor's written request, the Company shall promptly cause certificates or records of book-entries or electronic issuances evidencing the Investor's Securities sold to be replaced with certificates or disposed records of without book-entries or electronic issuances, respectively, which do not bear such restrictive legends. Upon In addition, upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Preferred Shares becoming freely tradable by a non-affiliate eligible to be sold without restriction pursuant to Rule 144 144, the Company shall (A1) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate or a record of book entry or electronic issuance representing shares of Common Stock Shares without legends upon receipt by such Transfer Agent of the legended certificates or the appropriate ownership records of book-entry or electronically issued Common Shares bearing legends, as applicable, for such sharesCommon Shares, together with, if such legend is being removed pursuant to Rule 144, with either (A) a customary representation by the Investor that Rule 144 applies to the shares Common Shares represented thereby or (B) a statement by the Investor that such Investor has sold the Common Shares represented thereby in accordance with the Plan of Common Stock represented therebyDistribution contained in the Registration Statement, and (B2) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares or the Warrant Shares, as applicable, becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to At any time when one or more of the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are Securities may be freely sold pursuant to a or is covered by an effective Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall, or shall cause the Transfer Agent to, promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates Securities which do not bear such restrictive legends, and Conversion Shares subsequently issued upon the due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) such Securities may be freely sold or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharescovered by an effective Registration Statement. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the Investor, 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 another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by an Investor 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 (assuming the transferor is not an Affiliate of the Company), or pursuant to any other exemption (iii) such Securities are eligible for sale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Rule 144(k). The Company shall or, cause Company Counsel to issue the legal opinion referred to in the case of Common Stock, shall cause Irrevocable Transfer Agent Instructions to the Company's transfer agent for on the Common Stock Effective Date. Any fees (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver with respect to the Transfer Agent irrevocable instructions that Agent, Company Counsel or otherwise) associated with the Transfer Agent shall reissue a certificate representing shares issuance of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one opinion or more blanket opinions to the effect that the removal of such legends in legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such circumstances Warrant Shares may be effected sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Securities Act. With respect to the removal of legends from Shares registered Effective Date, or at such earlier time as a legend is no longer required for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestcertain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within 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 submission by that Investor of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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 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 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchasers by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-InPurchaser's prime broker with DTC.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor a Holder pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares Securities and upon compliance by the Investor Holder with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon In furtherance of the foregoing, upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the any Shares or Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are At any time when any Securities may be freely sold pursuant to a or is covered by an effective Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall, or shall cause the Transfer Agent to, promptly cause certificates evidencing such Securities held by the Investor’s Securities Holder to be replaced with certificates Securities which do not bear such restrictive legends, and and, in the case of any Warrant Shares subsequently issued upon due exercise of the Warrants Warrants, shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant SharesShares may be freely sold or are covered by an effective Registration Statement. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an Investor a Holder within three (3) Trading Business Days of submission by that Investor Holder of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the InvestorHolder, the InvestorHolder, or any third party on behalf of such Investor Holder or for the InvestorHolder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor Holder (for costs incurred either directly by such Investor Holder or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor Holder or as a result of the sale to which such Buy-In relates. The Investor Holder shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration of the Securities by an Investor Conversion Shares and the Warrant Shares for sale pursuant to Section 3.3 or (ii) Rule 144 or pursuant 144(k) becoming available with respect 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 Agreementan Investor’s Conversion Shares and/or Warrant Shares, the Company shall orshall, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the such Investor that Rule 144 144(k) of the Securities Act applies to the shares of Common Stock represented therebythereby or (2) the Certificate of Subsequent Sale in substantially the form of Exhibit G hereto, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the such Investor’s Securities securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Conversion Shares subsequently issued upon conversion of the Shares or the due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shareslegends. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Days business days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay be liable to such Investor for a penalty equal to 1% of the aggregate purchase price of the Conversion Shares evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) business day period that the unlegended certificates have not been so delivered; provided that in no event shall the aggregate amount of cash to the Investor (for costs incurred either directly by be paid to such Investor or on behalf pursuant to this Section 3.7 exceed 9% of a third party) the amount by which the total such aggregate purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inprice.

Removal of Legends. In connection with any sale or disposition Upon the earlier of the Securities by an Investor (i) registration for resale pursuant to Article VII hereof or (ii) 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 Agreement144(k) becoming available, the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Subscriber that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the Subscriber that such Subscriber has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the registration statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect 1933 Act subject to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally such investor and not jointly with the other Investors, agrees with the Company broker representations and notifications that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understandingcounsel may reasonably request. From and after the earlier of such dates, upon an Investora Subscriber’s written request, the Company shall promptly cause certificates evidencing the InvestorSubscriber’s Securities securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor a Subscriber within three five (35) Trading Business Days of submission by that Investor Subscriber of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of the Investor, Warrants 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”Notes), then the Company shall pay in cash be liable to the Investor (Subscriber for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such five (5) Business Days that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing reissue the Securities shares sold or disposed of in book-entry form without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends in unrestricted book entry form upon receipt by such Transfer Agent of the legended certificates for such restricted book entry shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing instruct the Investor’s Securities Transfer Agent to be replaced replace restricted book-entry shares with certificates unrestricted book-entry shares which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide acknowledges that the Company written notice indicating Shares have not been registered under the amounts payable to the Investor in respect Securities Act or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Buy-InShares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available, the Company shall (A) deliver to the transfer agent for the Common Stock (the "Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Investor’s 's Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon In addition, upon the earlier of (i) the effectiveness of the registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed solely with respect to a request to remove restrictive legends pursuant to Rule 144, a customary representation representations by the Investor that the requisite holding period under Rule 144 applies with respect to the shares of Common Stock represented therebythereby has been met and that the Investor is not, and has not been, an Affiliate of the Company within a the ninety day period preceding the proposed legend removal date, and (B) cause its counsel to deliver to the Transfer Agent one an opinion with respect to the Shares, and the shares of Common Stock issued or more blanket opinions issuable pursuant to the Warrants, held by the requesting Investor to the effect that the removal of such legends on such Shares and shares of Common Stock in such circumstances may be effected under the Securities 1933 Act. With respect The Investor agrees to deliver the representations under clause (ii) of the foregoing sentence in form and substance reasonably requested by counsel to the removal Company. In addition, upon the reasonable request of legends from the Company, the Investor will represent that it has, or will comply with, the prospectus delivery requirements (including any exemptions therefrom) for the sale of the Shares registered for resale and shares of Common Stock issuable pursuant to the Registration Rights Agreement, each Investor severally and not jointly with Warrants under the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understandingif applicable. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days (as defined in the Registration Rights Agreement) of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any Upon the earlier of (i) the sale or disposition of the Securities any Notes by an Investor a Holder pursuant to Rule 144 under the Securities Act (“Rule 144”) or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and securities or (ii) any Notes of such Holder becoming eligible to be sold without restriction pursuant to Rule 144, upon compliance by the Investor with the requirements written request of this Agreementsuch Holder, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing Notes. From and after the Securities sold or disposed earlier of without such dates, upon a Holder’s written request, the Company shall promptly cause such Holder’s Notes to be replaced with Notes which do not bear such restrictive legends, and the Conversion Shares subsequently issued upon due conversion of the Notes shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Upon In addition, upon the earlier of (i) registration of the Conversion Shares for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares becoming freely tradable by a non-affiliate eligible to be sold without restriction pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended Note or certificate to replace a previously issued legended Note or certificate, if: (1) the unlegended Note certificate is not delivered to an Investor a Holder within three (3) Trading Business Days of submission by that Investor Holder of a legended Note or certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorHolder after such three (3) Business Day period, the InvestorHolder, or any third party on behalf of such Investor Holder or for the InvestorHolder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Holder 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) exceeds the proceeds received by such Investor Holder as a result of the sale to which such Buy-In relates. The Investor Holder 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. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Class A Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares, as applicable. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Class A Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate issue certificates representing shares of Common Stock the Conversion Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the Notes and/or the Warrants or any legended certificates previously issued for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal issuance of such legends unlegended certificates in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause replacement Securities to be issued without restrictive legends and/or legended certificates evidencing the Investor’s Securities representing previously issued Conversion Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Conversion Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate Securities to replace a previously issued legended certificateSecurities, if: (1) the if unlegended certificate is Securities are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation Securities to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of the Investor, or any third party on behalf of such Investor or for Notes and 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly by such Investor or on behalf liquidated damages in an amount equal to 1.5% of a third party) the amount by which the total aggregate purchase price paid for Common Stock as a result of the Buy-In Securities evidenced thereby for each thirty (including brokerage commissions, if any30) exceeds day period (or portion thereof) beyond such three (3) Business Day that the proceeds received by such 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-Inunlegended Securities have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate issue certificates representing shares of Common Stock the Conversion Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the Notes and/or the Warrants or any legended certificates previously issued for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal issuance of such legends unlegended certificates in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause replacement Securities to be issued without restrictive legends and/or legended certificates evidencing the Investor’s Securities representing previously issued Conversion Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Conversion Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificateSecurities be issued, if: (1) the unlegended certificate is Securities are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate Securities and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is Securities are received by the Investor, 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 such Securities to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Securities (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the Securities as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate (without the need for current public information) pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that of compliance with Rule 144 applies as applicable to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor the Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser Purchaser acquires freely tradable shares and upon compliance by the Investor Purchaser with the requirements of this Agreement, the Company shall or, in the case of Company Common Stock, shall cause the transfer agent Transfer Agent for the Company Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) the registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesShares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the Shares represented thereby and that such Purchaser has undertaken or will undertake the sale of the Shares in accordance with Rule 144, including Rule 144(i) or (2) a statement by the Purchaser that the Purchaser will sell (or, in the case of any Affiliate of the Company has sold) the shares of Company Common Stock represented therebythereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) assuming the receipt and sufficiency of the above representations and compliance with the Securities Act, cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, and subject to the qualifications set forth above, upon an Investora Purchaser’s written request, the Company shall promptly cause certificates evidencing the InvestorPurchaser’s Securities Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a written statement by the Investor in customary form 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to 1933 Act (except, in the removal case of legends from Shares registered for resale pursuant to clause (ii) only, during any Blackout Period (as defined in the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding). 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Ordinary Shares (the "Transfer Agent Agent") irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock Ordinary Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesOrdinary Shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares Ordinary Shares represented thereby or (2) a statement by the Investor that such Investor has sold the Ordinary Shares represented thereby in accordance with the Plan of Common Stock represented therebyDistribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Investor’s 's Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common the Preferred Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Preferred Stock represented therebythereby or (2) a statement by the Investor that such Investor has sold the shares of Preferred Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Common Stock subsequently issued upon due conversion of the Preferred Stock, upon payment of a dividend on the Shares, or upon exercise of the Warrants Warrant Shares shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant SharesCommon Stock. When The Company shall pay (i) expenses and fees incurred in connection with the reissuance of certificates without restrictive legends upon the satisfaction of Rule 144, (ii) all fees and disbursements of Company's counsel incurred in rendering the blanket opinion(s) as provided in this Section 7.7, and (iii) all registration expenses for which the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation responsible pursuant to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-InRegistration Rights Agreement.

Removal of Legends. In connection with any sale or disposition of the Securities by an the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares or the Warrant Shares, as applicable, becoming freely tradable by a non-affiliate the Investor pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an the Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates Securities which do not bear such restrictive legends, and Conversion Shares subsequently issued upon the due conversion of the Secured Convertible Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharesthereto. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an the Investor within three (3) Trading Business Days of submission by that such Investor of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the Investor, 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 another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon Promptly following the earlier of (i) effectiveness of a registration for resale pursuant statement under the Securities Act with respect to the Registration Rights Agreement sale of Purchased Securities or (ii) Rule 144(k) under the Shares Securities Act becoming freely tradable by a non-affiliate pursuant to Rule 144 available, the Company shall (A) deliver to the transfer agent for the Company Shares (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock Shares or Warrant Shares without legends upon receipt by such Transfer Agent of of: (a) the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, Shares or Warrant Shares; and (b) either (1) a customary written representation by the Investor that Rule 144 144(k) under the securities act applies to the shares Shares or Warrant Shares represented thereby or (2) a written statement by the Company that the Investor may sell the Shares or Warrant Shares represented thereby in accordance with the Plan of Common Stock represented therebyDistribution contained in a registration statement that was declared effective under the Securities Act (the date on which the Transfer Agent receives all of the items listed in clauses (a), and (b) above, the “Legend Removal Date”), and (B) if required by the Transfer Agent, cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such datesLegend Removal Date, upon an the Investor’s written request, the Company shall promptly cause certificates evidencing the InvestorPurchaser’s Securities Shares referred to in such written request 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 legends, provided the provisions of either clause clauses (ia) or clause and (iib) above, as applicable, are satisfied with respect to such Shares or Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale of the Shares and the Warrant Shares pursuant to the Registration Rights Agreement or (ii) the Shares and Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. For purposes hereof, the Company agrees that the holding period pursuant to Rule 144 for any Warrant Shares purchased pursuant to a “cashless exercise” shall commence on the Firm Closing Date. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection Upon the earlier of (i) the sale of any Shares under a registration statement, (ii) Rule 144(k) becoming available with respect to the Shares, (iii) any sale or disposition of the Securities by an Investor pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or pursuant to any other exemption (iv) such time as a legend is no longer required under applicable requirements of the Securities 1933 Act such that the purchaser acquires freely tradable shares (including controlling judicial interpretations and upon compliance pronouncements issued by the Investor with the requirements of this AgreementSEC), the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that all conditions permitting the removal of the legends have been met, including that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or that the shares have been sold pursuant to Rule 144 or (2) in connection with any sale of Common Stock by any Investor pursuant to the registration contemplated by the Registration Rights Agreement, a statement by such Investor that it has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investorabove, 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 be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor or on behalf certificate(s) for each thirty day period (pro rated for any portion of a third partysuch thirty day period) beyond such five (5) Business Days that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration of the Securities by an Investor resale pursuant to a registration statement of the Shares, Additional Shares and Anti-Dilution Shares, or (ii) 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 Agreement144(b) becoming available, the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing the Shares as well as the shares of Common Stock to be issued as Conversion Shares, Additional Shares and Anti-Dilution Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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, if applicable, in accordance with any prospectus delivery requirements, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Debenture), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 3% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which unlegended certificates have not been so delivered. Notwithstanding the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissionsabove, if any) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating is only required to register the amounts payable resale of Additional Shares and Anti-Dilution Shares pursuant to the Investor in respect of the Buy-InRegistration Rights Agreement when and if such shares are issued.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration for resale of the Securities by an Investor pursuant to Conversion shares or the Warrant Shares or (ii) 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 Agreementbecoming available, the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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, if applicable, in accordance with any prospectus delivery requirements, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares and Warrant Shares subsequently issued upon due conversion of the Note and/or exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant SharesConversion shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of the Investor, Warrant 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”Note), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 3% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to of the Registration Rights Agreement Registrable Securities or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares subsequently issued upon due exercise conversion of the Warrants Preferred Shares shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Upon written notice to such Warrant Sharesthe Investor, the Company can elect to issue book-entry notations in lieu of certificates for shares of Common Stock. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other 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) a Registration Statement covering the resale of such Securities by an Investor the Purchasers is effective, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or pursuant (iii) such Securities are eligible for sale under Rule 144 (any Securities meeting any of such criteria being referred to any other exemption under as “Unrestricted Securities”). Fees with respect to the Securities Act Transfer Agent and Company Counsel associated with the removal of such that the purchaser acquires freely tradable shares and upon compliance legend shall be borne by the Investor Company. Following such time as a legend is no longer required for certain Securities, the Company will no later than five (5) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the requirements Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such 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 AgreementSection 4.1. In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall or, in use its best efforts to transmit certificates for Securities subject to legend removal hereunder to such Purchaser by crediting the case account of Common Stock, the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system. The time periods for delivery and penalties described herein shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant apply to the Registration Rights Agreement or (ii) the Shares becoming freely tradable electronic transmittals described herein. Any delivery not effected by a non-affiliate pursuant to Rule 144 the Company electronic transmission shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares be effected by delivery of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect physical certificates. Each Purchaser agrees that the removal of the restrictive legend from any certificates representing Securities as set forth in this Section 4.1(c) above is predicated upon the Company’s reliance that such legends in Purchaser would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such circumstances may be effected under Securities pursuant to either the registration requirements of the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally including any applicable prospectus delivery requirements, or an exemption therefrom, and not jointly with the other Investors, agrees with the Company that if Shares such Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares, the Conversion Shares or the Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Preferred Stock, the Conversion Shares or the Warrant Shares, as the case may be, without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to such securities represented thereby or (2) a statement by the shares Investor that such Investor has sold the such securities represented thereby in accordance with the Plan of Common Stock represented therebyDistribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Common Stock subsequently issued upon due conversion of the Shares, upon payment of a dividend on the Shares, or upon exercise of the Warrants Warrant Shares shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant SharesCommon Stock. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares or the Warrant Shares, as applicable, becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to At any time when one or more of the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are Securities may be freely sold pursuant to a or is covered by an effective Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall, or shall cause the Transfer Agent to, promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates Securities which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) such Securities may be freely sold or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharescovered by an effective Registration Statement. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the Investor, 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 another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares, as applicable. When the Company is required to cause an unlegended certificate to certificates that replace a previously issued legended certificatecertificates to be prepared by the Transfer Agent and delivered to the holders thereof, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such five (5) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In The Securities Act Legend may be removed if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (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(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or disposition in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the Securities removal of such legend shall be borne by an Investor pursuant to Rule 144 or pursuant to the Company. Notwithstanding 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 provisions contained in this Agreement, the Company shall or, in as soon as practicable (but not later than five Business Days after the case of Common Stock, shall cause Registration Statement has been declared effective by the transfer agent for Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Stock (Shares. In the “Transfer Agent”) event the Purchaser is holding Common Shares without a legend pursuant to issue replacement certificates representing this provision, the Securities sold or disposed Purchaser hereby agrees to immediately halt any sales of without restrictive legends. Upon such Common Shares if the earlier of (i) registration for resale Company delivers written notification to such Purchaser that sales pursuant to the Registration Rights Agreement Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver give instructions to the Transfer Agent irrevocable instructions that enlarge 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, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as restrictions on transfer set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understandingSection. 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 Certificates for Shares or Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect subject to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission legend removal hereunder may be transmitted by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received Purchasers by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds Purchaser’s prime broker with the proceeds received by such 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-InDepository Trust Company.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to a Registration Statement, Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) six months after the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 Closing Date, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby have been sold or transferred in accordance with Rule 144 or (2) a statement by the Investor that such Investor will sell the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with The restrictive legend set forth in Section 5(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any sale or disposition other restrictive legend to the holder of the applicable Replacement Warrant and Exercised Shares, if (i) such Replacement Warrant and Exercised Shares are registered for resale under the Securities by an Investor Act, (ii) such Replacement Warrant and Exercised Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or pursuant (iii) such Replacement Warrant and Exercised Shares are eligible for sale under Rule 144, without the requirement for the Company to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon be in compliance by the Investor with the requirements current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the date upon which Rule 144 becomes available for the resale of this AgreementReplacement Warrant and Exercised Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Replacement Warrant and Exercised Shares and without volume or manner-of-sale restrictions, upon written request by an Investor, the Company shall or, in the case of Common Stock, shall cause the instruct its transfer agent for to remove the Common Stock (legend from the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Replacement Warrant and Exercised Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company and shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver issue any legend removal opinion required by the transfer agent. Any fees (with respect to the Transfer Agent one transfer agent, Company counsel or more blanket opinions to otherwise) associated with the effect that issuance of such opinion or the removal of such legends in such circumstances may legend shall be effected under borne by the Securities ActCompany. With respect to the removal of legends from Shares registered for resale If a legend is no longer required pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestforegoing, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within will no later than three (3) Trading Days of submission following the delivery by that Investor the Investors to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing such Replacement Warrant and supporting documentation Exercised 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 Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received extent required by the Investor, 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”Section 5(a), then the Company shall pay in cash deliver or cause to be delivered to the Investor a certificate or instrument (for costs incurred either directly by as the case may be) representing such 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) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relatesReplacement Warrant and Exercised Shares that is free from all restrictive legends. The Investor shall provide the Company written notice indicating the amounts payable may not make any notation on its records or give instructions to the Investor transfer agent that enlarge the restrictions on transfer set forth in respect of the Buy-Inthis Section 5(c).

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate (without the need for current public information) pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration of the Securities by an Investor Conversion Shares and the Warrant Shares for sale pursuant to Section 3.3 or (ii) Rule 144 or pursuant 144(k) becoming available with respect 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 Agreementan Investor's Conversion Shares and/or Warrant Shares, the Company shall orshall, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “"Transfer Agent”") to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the such Investor that Rule 144 144(k) of the Securities Act applies to the shares of Common Stock represented therebythereby or (2) the Certificate of Subsequent Sale in substantially the form of Exhibit F hereto, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the such Investor’s Securities 's securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Conversion Shares subsequently issued upon conversion of the Shares or the due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shareslegends. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Days business days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay be liable to such Investor for a penalty equal to 1% of the aggregate purchase price of the Conversion Shares evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) business day period that the unlegended certificates have not been so delivered; provided that in no event shall the aggregate amount of cash to the Investor (for costs incurred either directly by be paid to such Investor or on behalf pursuant to this Section 3.7 exceed 9% of a third party) the amount by which the total such aggregate purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inprice.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant The Company shall use its reasonable efforts to Rule 144 or pursuant to any other exemption under the Securities Act such ensure that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (iand stop transfer instructions described in Section 4(b) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor removed within three (3) Trading Days of submission business days following receipt by that Investor the Company of a legended certificate written request by the Purchaser (the “Legend Removal Request”), accompanied by such customary representations, notices and supporting other documentation (including, but not limited to, the opinion of Ropes & Xxxx LLP or other similarly qualified counsel, as securities counsel to Purchaser) as are reasonably requested by the Transfer Agent Company’s counsel or transfer agent (the “Legend Removal Documentation”), so as provided above and to enable the sale of any Shares in a transaction registered under the Securities Act or pursuant to Rule 144 under the Securities Act, or otherwise in connection with a transaction exempt from registration under the Securities Act; provided, in each case, that such sale is otherwise permitted by this Agreement. Any such Legend Removal Request shall be delivered not less than five (25) business days prior to the time such unlegended certificate date on which the proposed sale is received by the Investorto be effected, during which period, the InvestorPurchaser, or the Company and their respective counsel will consult concerning the availability of any third party such exemption. In the event the Company fails to cause the removal of restrictive legends and stop transfer instructions pursuant to this Section 5(b) within the three (3) business day period following the delivery to the Company of Legend Removal Documentation in form and substance reasonably satisfactory to the Company’s counsel and transfer agent, the Company will be responsible for all additional broker fees incurred to ensure the trade settles, including costs to borrow and deliver equivalent securities on Purchaser’s behalf of such Investor or for the Investor’s account(collectively, 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-InCosts”), then until such time as the Company delivers the shares with the legend removed; provided, that such three (3) day period shall pay in cash be extended by any period of delay attributable to action or inaction by the Company’s transfer agent following delivery by the Company’s counsel to the Investor (transfer agent of its opinion in customary form authorizing such legend removal. For the avoidance of doubt, the parties intend that the Costs for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase Company may be responsible hereunder shall not include lost profits or any element of value attributable to changes in the price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-InCompany’s Common Stock.

Removal of Legends. In connection Upon the earlier of (i) the sale of any Shares under a registration statement, (ii) Rule 144(k) becoming available with respect to the Shares, (iii) any sale or disposition of the Securities by an Investor pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or pursuant to any other exemption (iv) such time as a legend is no longer required under applicable requirements of the Securities 1933 Act such that the purchaser acquires freely tradable shares (including controlling judicial interpretations and upon compliance pronouncements issued by the Investor with the requirements of this AgreementSEC), the Company shall or, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that all conditions permitting the removal of the legends have been met, including that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or that the shares have been sold pursuant to Rule 144 or (2) in connection with any sale of Common Stock by any Investor pursuant to the registration contemplated by the Registration Rights Agreement, a statement by such Investor that it has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(b) above or any other legend (i) following a sale of such Securities pursuant to a registration statement covering the resale of such Securities under the 1933 Act, (ii) following any sale or disposition of the such Securities by an Investor pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company) or (iii) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required 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 Agreementforegoing, the Company shall or, in use commercially reasonable efforts following the case of Common Stock, shall cause delivery by a Buyer to the Company or the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant with notice to the Registration Rights Agreement or (iiCompany) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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(c), as directed by such Buyer, either: (A) provided that the Company or its Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Agent as provided above and (2) prior to Program, credit the time such unlegended certificate is received by the Investor, the Investor, or any third party on behalf aggregate number 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 which such certificate Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (a “Buy-In”), then B) if the Company shall pay or its Company’s transfer agent is not participating in cash the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the Investor (for costs incurred either directly by name of such Investor Buyer 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) exceeds the proceeds received by such 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-Inits designee.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate (without the need for current public information) pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. .. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares subsequently issued upon due conversion of the Preferred Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Upon written notice to such Warrant Sharesthe Investor, the Company can elect to issue book-entry notations in lieu of certificates for shares of Common Stock. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the "Transfer Agent Agent") irrevocable instructions that the Transfer Agent shall reissue a certificate issue certificates representing shares of Common Stock the Conversion Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the Notes and/or the Warrants or any legended certificates previously issued for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal issuance of such legends unlegended certificates in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause replacement Securities to be issued without restrictive legends and/or legended certificates evidencing the Investor’s Securities representing previously issued Conversion Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Conversion Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate Securities to replace a previously issued legended certificateSecurities, if: (1) the if unlegended certificate is Securities are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate Securities and supporting documentation all other required documents to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of the Investor, or any third party on behalf of such Investor or for Notes and 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly by such Investor or on behalf liquidated damages in an amount equal to 1.5% of a third party) the amount by which the total aggregate purchase price paid for Common Stock as a result of the Buy-In Securities evidenced thereby for each thirty (including brokerage commissions, if any30) exceeds day period (or portion thereof) beyond such three (3) Business Day that the proceeds received by such 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-Inunlegended Securities have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate issue certificates representing shares of Common Stock the Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the Shares and/or the Warrants or any legended certificates previously issued for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal issuance of such legends unlegended certificates in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause replacement Securities to be issued without restrictive legends and/or legended certificates evidencing the Investor’s Securities representing previously issued Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate Securities to replace a previously issued legended certificateSecurities, if: (1) the if unlegended certificate is Securities are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation Securities to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly by such Investor or on behalf liquidated damages in an amount equal to 1.5% of a third party) the amount by which the total aggregate purchase price paid for Common Stock as a result of the Buy-In Securities evidenced thereby for each thirty (including brokerage commissions, if any30) exceeds day period (or portion thereof) beyond such three (3) Business Day that the proceeds received by such 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-Inunlegended Securities have not been so delivered.

Removal of Legends. In connection with (a) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any sale or disposition legend (including the legend set forth in Section 6.2 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption such security is effective under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this AgreementAct, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) following any sale of such Conversion Shares or Warrant Shares, as the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such sharescase may be, together with, if such legend is being removed pursuant to Rule 144, a customary representation or (iii) if such Conversion Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Investor that Rule 144 applies to staff of the shares of Common Stock represented thereby, and (B) Commission). The Company shall cause its counsel to deliver issue a legal opinion to the Transfer Agent one or more blanket opinions Company’s transfer agent promptly after the Effective Date if required by the Company’s transfer agent to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that 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 issued free of all legends. The Company agrees that at such time as such legend is no longer required under this Section 6.3, it will, no later than five Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate representing Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend (such fifth Business Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from certificates representing Shares as all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section 7.8 is predicated upon Section. If available, certificates for Securities subject to legend removal hereunder shall be transmitted by the Company’s reliance upon this understanding. From and after the earlier transfer agent of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing to the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise Purchasers by crediting the account of the Warrants shall not bear such restrictive legends provided Purchaser’s prime broker with the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Depository Trust Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-InSystem.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to in accordance with Rule 144 or pursuant to in accordance with any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three two (32) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for the documented costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, then, upon the request of an Investor, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and thereby or (B2) cause its counsel to deliver to a statement by the Transfer Agent one or more blanket opinions to Investor that such Investor has sold the effect that shares of Common Stock represented thereby in accordance with the removal Plan of such legends Distribution contained in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall shall, if permitted by applicable law, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Securities, the Note Shares and/or the Warrant Shares by an Investor Holder 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 Holder with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares securities becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an InvestorHolder’s written request, the Company shall promptly cause certificates evidencing the InvestorHolder’s Securities to be replaced with certificates which do not bear such restrictive legends, and Note Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Note Shares and Warrant Shares, as applicable. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor Holder within three (3) Trading Business Days of submission by that Investor Holder of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorHolder, the InvestorHolder, or any third party on behalf of such Investor Holder or for the InvestorHolder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor Holder (for costs incurred either directly by such Investor Holder 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) exceeds the proceeds received by such Investor Holder as a result of the sale to which such Buy-In relates. The Investor Holder shall provide the Company written notice indicating the amounts payable to the Investor Holder in respect of the Buy-In.

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Shares or Warrant 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 by are sold pursuant to an Investor effective Registration Statement and the Purchaser has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit H attached hereto (the “Certificate of Sale”) with respect to such Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 or pursuant to any other exemption under (if the Securities Act such that transferor is not an Affiliate of the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this AgreementCompany), the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (iiiii) the Shares becoming freely tradable by a non-affiliate pursuant to such Securities are eligible for sale under Rule 144 the Company shall without restriction. Any fees (A) deliver with respect 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 sharesAgent, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (BCompany Counsel or otherwise) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that associated with the removal of such legends in such circumstances may legend shall be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon borne by the Company’s reliance upon this understanding. From and after the earlier of Following such dates, upon an Investor’s written requesttime as a legend is no longer required for certain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within will no later than three (3) Trading Days of submission following the delivery by that Investor a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation otherwise in form necessary to affect the reissuance and/or transfer), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchasers, as applicable, by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Intransferee’s Purchaser’s prime broker with DTC.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legendslegends or update the book entry for such Shares to remove any restrictions. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) sale of the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends (or remove the restrictive notation in the case of book entry shares) upon receipt by such Transfer Agent of the legended certificates for such sharesshares in the case of certificated Shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, . The Investor understands and (B) cause its counsel to deliver acknowledges that Rule 144 is not available to the Transfer Agent Investor in connection with the sale of the Shares or any other holders of shares of Common Stock of the Company until one year following the date on which Form 10 information is filed with the SEC, or more blanket opinions such other term as the SEC may provide from time to the effect that the removal of such legends in such circumstances may be effected under the Securities Acttime. With respect to the removal of legends or restrictive notations from Shares registered for resale pursuant to resale, the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares or restrictive notations for book entry Shares as set forth in this Section 7.8 7.4 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an the 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 legends or cause the Warrants shall not bear such Transfer Agent to update the book entry to remove any restrictive legends provided the provisions of either clause (i) or clause (ii) abovenotation, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificatecertificate or remove a restrictive notation from book entry Shares, if: (1) the unlegended certificate is not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above or the restrictive legend is not removed and (2) prior to the time such unlegended certificate or confirmation of removal of the restrictive notation is received by the Investor, 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 or book entry (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends. With respect only to the Specified Investor Shares, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When when the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an a Specified Investor within three (3) Trading Business Days of submission by that Specified Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Specified Investor, the Specified Investor, or any third party on behalf of such Specified Investor or for the Specified Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Specified Investor of shares Specified Investor Shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Specified Investor (for costs incurred either directly by such Specified 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) exceeds the proceeds received by such Specified Investor as a result of the sale to which such Buy-In relates. The Specified Investor shall provide the Company written notice indicating the amounts payable to the Specified Investor in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition of the Securities New Warrants or the New Warrant Shares by an Investor a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares securities and upon compliance by the Investor Purchaser with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement New Warrants or replacement certificates representing the Securities New Warrant Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the New Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Purchaser that such shares have been sold in accordance with Rule 144 applies and a customary representation by a duly authorized officer of the Company that the Company has filed all reports and other materials required to be filed by the Company under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months or (2) a statement by the Purchaser that such Purchaser has sold the shares of Common Stock represented therebythereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that that, subject to customary requirements to comply with Rule 144(i), the removal of such legends in such circumstances in connection with, and to the extent of, a sale or disposition may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor Purchaser within three (3) Trading Business Days of submission by that Investor Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorPurchaser, the InvestorPurchaser, or any third party on behalf of such Investor Purchaser or for the InvestorPurchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor Purchaser (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such Investor Purchaser as a result of the sale to which such Buy-In relates. The Investor Purchaser shall provide the Company written notice indicating the amounts payable to the Investor Purchaser in respect of the Buy-In.

Removal of Legends. In connection with any Upon the earlier of (i) the sale or disposition of the Securities any Notes by an Investor a Holder pursuant to Rule 144 under the Securities Act (“Rule 144”) or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and securities or (ii) any Notes of such Holder becoming eligible to be sold without restriction pursuant to Rule 144, upon compliance by the Investor with the requirements written request of this Agreementsuch Holder, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing Notes. From and after the Securities sold or disposed earlier of without such dates, upon a Holder’s written request, the Company shall promptly cause such Holder’s Notes to be replaced with Notes which do not bear such restrictive legends, and the Conversion Shares subsequently issued upon due conversion of the Notes shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Upon In addition, upon the earlier of (i) registration of the Conversion Shares for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares becoming freely tradable by a non-affiliate eligible to be sold without restriction pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended Note or certificate to replace a previously issued legended Note or certificate, if: (1) the unlegended Note certificate is not delivered to an Investor a Holder within three (3) Trading Business Days of submission by that Investor Holder of a legended Note or certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorHolder after such three (3) Business Day period, the InvestorHolder , or any third party on behalf of such Investor Holder or for the InvestorHolder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Holder 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) exceeds the proceeds received by such Investor Holder as a result of the sale to which such Buy-In relates. The Investor Holder 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. In connection If permitted by the Company's transfer agent, the Legend shall be removed and the Company shall issue a certificate without such Legend to the holder of any Security upon which it is stamped, and a certificate for a security shall be originally issued without the Legend, if, unless otherwise required by state securities laws, (x) the sale of such Security is registered under the 1933 Act, or (y) such holder provides (see Section 4(n)) the Company with any an opinion by counsel reasonably satisfactory to the Company, that is in form, substance and scope reasonably satisfactory to the Company, to the effect that a public sale or disposition transfer of such Security may be made without registration under the Securities by an Investor 1933 Act or (z) such holder provides the Company with assurances reasonably satisfactory to the Company and its counsel, that such Security can be sold pursuant to Rule 144. The Buyer agrees that its sale of all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, shall be made only pursuant to an effective registration statement (and to deliver a prospectus in connection with such sale) or in compliance with an exemption from the registration requirements of the 1933 Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the sales of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the holder of such Security, the Company shall be entitled to require that the Legend be placed upon any such Security which cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (y) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to any other exemption under an effective registration statement or Rule 144 (or such holder provides the opinion with respect thereto described in clause (y) next above. Notwithstanding anything herein to the contrary, the Buyer shall not pledge or sell the Securities Act to any third party (other than to an affiliate of the Buyer) without the Company's prior written consent (such consent not to be unreasonably withheld), except that this sentence shall not operate to restrict the purchaser acquires freely tradable shares and Buyer from selling in its discretion Conversion Shares received upon compliance by the Investor conversions of Notes, so long as such sales are made in accordance with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent terms of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, Notes and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-Inapplicable law.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares or the Warrant Shares, as applicable, becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to At any time when one or more of the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are Securities may be freely sold pursuant to a or is covered by an effective Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall, or shall cause the Transfer Agent to, promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates Securities which do not bear such restrictive legends, and Conversion Shares subsequently issued upon the due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) such Securities may be freely sold or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharescovered by an effective Registration Statement. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the Investor, 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 another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Note. No other terms, rights or provisions of the Note are or should be considered to have been modified by the terms of this Side Letter Agreement and each party retains all other rights, obligations, privileges and duties contained in the Agreement. Agreed and Accepted on April 2, 2009: Very truly yours, Precision Optics Corporation, Inc. Name: Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer 4/2/09 Date Agreed to and Accepted by: Special Situations Fund III QP, L.P. /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: General Partner 4/2/09 Date Special Situations Private Equity Fund, L.P. /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: General Partner 4/2/09 Date /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx 4/2/09 Date

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Shares or Warrant 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 by are sold pursuant to an Investor effective Registration Statement and the Purchaser has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit H attached hereto (the “Certificate of Sale”) with respect to such Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 or pursuant to any other exemption under (if the Securities Act such that transferor is not an Affiliate of the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this AgreementCompany), the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (iiiii) the Shares becoming freely tradable by a non-affiliate pursuant to such Securities are eligible for sale under Rule 144 the Company shall 144(k). Any fees (A) deliver with respect 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 sharesAgent, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (BCompany Counsel or otherwise) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that associated with the removal of such legends in such circumstances may legend shall be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon borne by the Company’s reliance upon this understanding. From and after the earlier of Following such dates, upon an Investor’s written requesttime as a legend is no longer required for certain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within will no later than three (3) Trading Days of submission following the delivery by that Investor a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation otherwise in form necessary to affect the reissuance and/or transfer, deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchasers, as applicable, by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Intransferee’s Purchaser’s prime broker with DTC.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesShares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares Shares represented thereby or (2) a statement by the Investor that such Investor has sold the Shares represented thereby in accordance with the Plan of Common Stock represented therebyDistribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestrequest in accordance with the preceding sentence, the Company shall promptly cause certificates evidencing the Investor’s Securities Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by shares upon the request of an Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three two (32) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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. Such payment shall constitute the Investor’s exclusive monetary remedy for a Buy-In, but shall not limit the Investor’s right to pursue any equitable remedies available to it hereunder, including without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver unlegended shares of Common Stock as required pursuant to the terms hereof.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or Agreement, (ii) Rule 144(k) becoming available the Shares becoming freely tradable by a non-affiliate Company, (iii) any sale pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or (iv) such time as a legend is no longer required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC), the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144(k) or Rule 144 applies to the shares of Common Stock represented therebythereby or (2) in connection with any sale of Common Stock by any Investor pursuant to the registration contemplated by the Registration Rights Agreement, a statement by such Investor that it has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Alternative Warrants or the Warrants, as the case may be, shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such three (3) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with Certificates evidencing Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b)(ii)): (i) while a registration statement (including the Registration Statement) covering such Conversion Shares is then effective, or (ii) following a sale or disposition transfer of such Conversion Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Securities Company), or (iii) while such Conversion Shares are eligible for sale by an the selling Investor without volume restrictions under Rule 144. The Company agrees that following the Effective Date or such other time as legends are no longer required to be set forth on certificates representing Conversion Shares under this Section 4.1(c), it will, no longer than three Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing such Conversion Shares containing a restrictive legend, 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 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”y) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold registration statement and in compliance with each case shall have delivered to the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon Company or the Company’s reliance upon this understanding. From and after transfer agent the earlier certificate representing the applicable Conversion Shares containing a restrictive legend which are the subject of such dates, upon an Investor’s written request, sale or transfer and a representation letter in customary form (the Company shall promptly cause certificates evidencing date of such sale or transfer and Conversion Share delivery being the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, “Share Delivery Date”) and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not Company shall fail to deliver or cause to be delivered to an the Investor within three (3) a certificate representing such Conversion Shares that is free from all restrictive or other legends by the third Trading Days of submission by that Investor of a legended certificate and supporting documentation to Day following the Transfer Agent as provided above Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time such unlegended certificate is Conversion Shares are received by the Investorfree from restrictive legends, 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 Conversion Shares (a “Buy-In”), then 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 such 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) exceeds exceed the proceeds received by such 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 Company that enlarge the restrictions on transfer set forth in this Section.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser Purchaser acquires freely tradable shares and upon compliance by the Investor Purchaser with the requirements of this Agreement, the Company shall or, in the case of Company Common Stock, shall cause the transfer agent Transfer Agent for the Company Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities Shares sold or disposed of without restrictive legends. Upon the earlier of (i) the registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesShares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the Shares represented thereby and that such Purchaser has undertaken or will undertake the sale of the Shares in accordance with Rule 144, including Rule 144(i) or (2) a statement by the Purchaser that such Purchaser will sell (or, in the case of any Affiliate of the Company has sold) the shares of Company Common Stock represented therebythereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) assuming the receipt and sufficiency of the above representations and compliance with the Securities Act, cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, and subject to the qualifications set forth above, upon an Investora Purchaser’s written request, the Company shall promptly cause certificates evidencing the InvestorPurchaser’s Securities Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificatecertificate pursuant to the provisions of this Section 4.4, if: (1) the unlegended certificate is not delivered to an Investor a Purchaser within three (3) Trading Days of submission by that Investor Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorPurchaser, the InvestorPurchaser, or any third party on behalf of such Investor Purchaser or for the InvestorPurchaser’s account, purchases (in an open market transaction or otherwise) shares of Company Common Stock to deliver in satisfaction of a sale by the Investor Purchaser of shares represented by such certificate (a “Buy-Buy- In”), then the Company shall pay in cash to the Investor Purchaser (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Company Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor Purchaser as a result of the sale to which such Buy-In relates. The Investor Purchaser shall provide the Company written notice indicating the amounts payable to the Investor Purchaser in respect of the Buy-In.

Removal of Legends. In connection with The legend set forth in Section 4.1(c) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by an Investor 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 (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, such Securities are sold only 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 Rule 144 or pursuant to any other exemption under (if the Securities Act such that transferor is not an Affiliate of the purchaser acquires freely tradable shares and upon compliance Company). Following the Effective Date, if required by the Investor with the requirements of this AgreementTransfer Agent, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) Company Counsel to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that a legal opinion confirming the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent occurrence of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal registration of such legends in such circumstances may be effected Securities for resale under the Securities Act. With Any fees (with respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights AgreementTransfer Agent, each Investor severally and not jointly Company Counsel or otherwise) associated with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan issuance of distribution set forth therein, and acknowledges that such opinion or the removal of the restrictive such legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon shall be borne by the Company’s reliance upon this understanding. From and after Following the Effective Date, or at such earlier of such dates, upon an Investor’s written requesttime as a legend is no longer required for certain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within will no later than three (3) Trading Days following the delivery by the Purchaser to the Company (with notice to the Company) of submission by that Investor of (i) a legended certificate representing Shares, Conversion Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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 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 the transferee of the Purchaser or the Purchaser, as applicable, a certificate 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section 4.1(d). Certificates for Shares, Conversion Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-InPurchaser.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement registration rights contained in Section 7 hereof or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the common stock (the “Common Stock”) of the Company (the “Transfer Agent 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Purchaser that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the Purchaser that such Purchaser has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement and, if applicable, in accordance with any prospectus delivery requirements, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investora Purchaser’s written request, the Company shall promptly promptly, and in any event by the third trading day following the Share Delivery Date (as defined below), cause certificates evidencing the InvestorPurchaser’s Securities Shares to be replaced with certificates which do not bear such restrictive legends, . If a Purchaser shall make a sale or transfer of Shares either (x) pursuant to Rule 144 or (y) pursuant to a Registration Statement and Warrant in each case shall have delivered to the Transfer Agent the certificate representing Shares subsequently issued upon due exercise containing a restrictive legend which are the subject of such sale or transfer and a representation letter in customary form (the Warrants shall not bear date of such restrictive legends provided sale or transfer and Share delivery being the provisions of either clause (i“Share Delivery Date”) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: and (1) the unlegended certificate is not Company shall fail to deliver or cause to be delivered to an Investor within three (3) Trading Days of submission such Purchaser a certificate representing such Shares that is free from all restrictive or other legends by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above 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 unlegended certificate is Shares are received by the Investorfree from restrictive legends, the InvestorPurchaser, or any third party on behalf of such Investor Purchaser or for the InvestorPurchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor Purchaser of shares represented by such certificate Shares (a “Buy-In”), then the Company shall pay in cash to the Investor Purchaser (for costs incurred either directly by such Investor Purchaser 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) exceeds the proceeds received by such Investor Purchaser as a result of the sale to which such Buy-In relates. The Investor Purchaser shall provide the Company written notice indicating the amounts payable to the Investor Purchaser in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon In addition, upon the earlier of (i) the effectiveness of the registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed solely with respect to a request to remove restrictive legends pursuant to Rule 144, a customary representation representations by the Investor that the requisite holding period under Rule 144 applies with respect to the shares of Common Stock represented therebythereby has been met and that the Investor is not, and has not been, an Affiliate of the Company within a the ninety day period preceding the proposed legend removal date, and (B) cause its counsel to deliver to the Transfer Agent one an opinion with respect to the Shares, and with respect to the shares of Common Stock issued or more blanket opinions issuable pursuant to the Warrants, held by the requesting Investor to the effect that the removal of such legends on such Shares and shares of Common Stock in such circumstances may be effected under the Securities 1933 Act. With respect The Investor agrees to deliver the representations under clause (ii) of the foregoing sentence in form and substance reasonably requested by counsel to the removal Company. In addition, upon the reasonable request of legends from the Company, the Investor will represent that it has, or will comply with, the prospectus delivery requirements (including any exemptions therefrom) for the sale of the Shares registered for resale and shares of Common Stock issuable pursuant to the Registration Rights Agreement, each Investor severally and not jointly with Warrants under the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understandingif applicable. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days (as defined in the Registration Rights Agreement) of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any sale or disposition other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by an Investor 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 (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or pursuant to any other exemption (iii) such Securities are eligible for sale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legendsRule 144(k). Upon Following the earlier of (i) registration for resale pursuant to the Registration Rights Agreement Effective Date or (ii) Rule 144(k) becoming available for the resale of Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 or Warrant Shares, the Company shall (A) deliver cause Company Counsel to issue to the Transfer Agent irrevocable instructions that the legal opinion referred to in the Irrevocable 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, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby, and Instructions. Any fees (B) cause its counsel to deliver with respect to the Transfer Agent one Agent, Company Counsel or more blanket opinions to otherwise) associated with the effect that issuance of such opinion or the removal of such legends in such circumstances may legend shall be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon borne by the Company’s reliance upon this understanding. From and after Following the Effective Date, or at such earlier of such dates, upon an Investor’s written requesttime as a legend is no longer required for certain Securities, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within 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 submission by that Investor of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and supporting documentation 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 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 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 as provided above and (2) prior that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the time such unlegended certificate is received Purchasers by crediting the Investor, 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 Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result account of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-InPurchaser’s prime broker with DTC.

Removal of Legends. In connection with any sale or disposition Upon the earlier of (i) registration of the Securities by an Investor Conversion Shares and the Warrant Shares for sale pursuant to Section 3.3 or (ii) Rule 144 or pursuant 144(k) becoming available with respect 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 Agreementan Investor’s Conversion Shares and/or Warrant Shares, the Company shall orshall, in the case of Common Stock, shall cause (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the such Investor that Rule 144 144(k) of the Securities Act applies to the shares of Common Stock represented therebythereby or (2) the Certificate of Subsequent Sale in substantially the form of Exhibit F hereto, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the such Investor’s Securities securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Conversion Shares subsequently issued upon conversion of the Shares or the due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shareslegends. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Days business days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay be liable to such Investor for a penalty equal to 1% of the aggregate purchase price of the Conversion Shares evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) business day period that the unlegended certificates have not been so delivered; provided that in no event shall the aggregate amount of cash to the Investor (for costs incurred either directly by be paid to such Investor or on behalf pursuant to this Section 3.7 exceed 9% of a third party) the amount by which the total such aggregate purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inprice.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall credit the account of the Investor’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system, or otherwise 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, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharesthereto. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-In8.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent 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 certificate(s) for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written requestrequest accompanied by the required representation or statement referred to in the preceding sentence, 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 clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the if unlegended certificate is certificates are not delivered to an Investor within three five (35) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior or to the time such unlegended certificate is received by Company, in the Investor, case of 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”Warrants), then the Company shall pay in cash be liable to the Investor (for costs incurred either directly liquidated damages in an amount equal to 1.0% of the aggregate purchase price of the Securities evidenced by such Investor certificate(s) for each thirty (30) day period (or on behalf of a third partyportion thereof) beyond such five (5) Business Day that the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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-Inunlegended certificates have not been so delivered.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Conversion Shares, the Interest Shares or the Warrant Shares, as applicable, becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue issue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (Y) if applicable, the legended certificates for such shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to At any time when one or more of the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are Securities may be freely sold pursuant to a or is covered by an effective Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall, or shall cause the Transfer Agent to, promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates Securities which do not bear such restrictive legends, and Conversion Shares subsequently issued upon the due conversion of the Notes, Interest Shares issued pursuant to the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) such Securities may be freely sold or clause (ii) above, as applicable, are satisfied with respect to such Warrant Sharescovered by an effective Registration Statement. When the Company is required to cause an unlegended certificate Security to replace a previously be issued legended certificateas provided herein, if: (1) the unlegended certificate Security is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting request for unlegended Securities and, if applicable, the documentation specified above to the Transfer Agent or the Company, as provided above applicable, and (2) prior to the time such unlegended certificate Security is received by the Investor, 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 another Security to deliver in satisfaction of a sale by the Investor of shares represented by such certificate Security (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock the replacement Security as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesShares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Shares to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent and supporting documentation as provided above and (2) prior to the time such unlegended certificate is Shares are received by the Investorfree from restrictive legends, 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 Shares (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Class B Common Stock (the “Transfer Agent”) to issue replacement certificates representing timely remove any restrictive legends related to the Securities 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 Company has received customary representations and other documentation reasonably acceptable to the Company in connection therewith. Upon Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon the earlier of such time as the Shares (i) registration for resale have been sold pursuant to the Registration Rights Agreement or an effective registration statement, (ii) such time as the Shares becoming freely tradable by a non-affiliate have been sold pursuant to Rule 144 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public information obligations of Rule 144(c)), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue make a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates new, unlegended entry for such shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebybook entry Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates or book entries evidencing the Investor’s Securities Shares to be replaced with certificates or book entries, as the case may be, which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause clauses (i), (ii) or clause (iiiii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate or book entry to replace a previously issued legended certificatecertificate or book entry, if: (1) the unlegended certificate or book entry is not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate or book entry and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate or book entry is received by the Investor, 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 Class B Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate or book entry (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Class B Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such 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. Delivery of Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Investors by crediting the account of the Investor’s prime broker with the Depository Trust Company (“DTC”) as directed by such Investor. The Company warrants that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If an Investor effects a transfer of the Shares in accordance with this Agreement, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such transfer. The Company shall be responsible for the fees of its Transfer Agent associated with such issuance.

Removal of Legends. In connection with any sale or disposition of the Securities by an Investor a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser Purchaser acquires freely tradable shares and upon compliance by the Investor Purchaser with the requirements of this Agreement, the Company shall or, in the case of Company Common Stock, shall cause the transfer agent Transfer Agent for the Company Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Unit Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock Unit Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the Purchaser that such Purchaser will sell (or, in the case of any Affiliate of the Company has sold) has sold the shares of Company Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an InvestorPurchaser’s written request, the Company shall promptly cause certificates evidencing the InvestorPurchaser’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor a Purchaser within three (3) Trading Days of submission by that Investor Purchaser of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the InvestorPurchaser, the InvestorPurchaser, or any third party on behalf of such Investor Purchaser or for the InvestorPurchaser’s account, purchases (in an open market transaction or otherwise) shares of Company Common Stock to deliver in satisfaction of a sale by the Investor Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor Purchaser (for costs incurred either directly by such Investor Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Company Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor Purchaser as a result of the sale to which such Buy-In relates. The Investor Purchaser shall provide the Company written notice indicating the amounts payable to the Investor Purchaser in respect of the Buy-In.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares Rule 144(k) becoming freely tradable by a non-affiliate pursuant to Rule 144 available, the Company shall (A) deliver to the transfer agent for the Common Stock (the "Transfer Agent Agent") irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock the Shares, the Conversion Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesshares or the Notes and/or the Warrants (or any legended certificates previously issued for such Shares), together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 therefor, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Investor’s Securities representing previously issued Shares, Conversion Shares or Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Notes and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Conversion Shares and/or Warrant Shares. When the Company is required to cause an unlegended certificate certificates to replace a previously issued legended certificatecertificates, if: (1) the unlegended certificate is certificates are not delivered to an Investor within three (3) Trading Business Days of submission by that Investor of a legended certificate certificate(s) and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is Shares are received by the Investorfree from restrictive legends, the Investor, or any third party on behalf of such Investor or for the Investor’s '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 Shares (a “"Buy-In”"), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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.

Removal of Legends. In connection with any sale or disposition of the Securities 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, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to to, issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon Provided that the Lockup Period (as defined in the Investors’ Rights Agreement) has expired, upon the earlier of (i) registration for resale pursuant to the Registration Investors’ Rights Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with, if such legend is being removed pursuant to Rule 144, with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented therebythereby or (2) a statement by the 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 (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. With respect to the removal of legends from Shares registered for resale pursuant to the Registration Rights Agreement, each Investor severally and not jointly with the other Investors, agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.8 is predicated upon the Company’s reliance upon this understanding. 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 Conversion Shares subsequently issued upon due conversion of the Preferred Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. Certificates for Common Stock that are subject to such Warrant Shares. When legend removal hereunder may be transmitted by the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered Transfer Agent to an Investor within three (3) Trading Days of submission by that Investor of a legended certificate and supporting documentation to crediting the Transfer Agent applicable balance account at the Depository Trust Company, as provided above and (2) prior to the time such unlegended certificate is received by the Investor, 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 directed by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such 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) exceeds the proceeds received by such 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-InInvestor.