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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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) 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 theretoto 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) 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 Except as provided below, the Global Notes and the Certificated Notes shall contain the legend specified in Exhibit A (the “Legend”). If Notes are issued upon the transfer, exchange or replacement of Notes in the same form not bearing the Legend, the Notes so issued shall not bear the Legend. If Notes are issued upon the transfer, exchange or replacement of Notes in the same form bearing the Legend or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may be reasonably required by the Issuer that neither the Legend nor the resale and other transfer restrictions set forth therein are required to ensure that transfers thereof comply with any sale or disposition the relevant provisions of the Securities by an Investor pursuant to Act or that such Notes are not “restricted securities” within the meaning of Rule 144 or pursuant to any other exemption under the 1933 Act Securities Act. Upon provision of such satisfactory evidence to the Issuer, the Issuing and Paying Agent, upon receipt of Issuance Instructions, shall authenticate and deliver a Note in the same form of like tenor and terms that does not bear the purchaser acquires freely tradable shares Legend. The Issuer agrees to indemnify the Issuing and upon compliance Paying Agent for, and to hold it harmless against, any loss, liability or expense, including the fees and expenses of counsel, reasonably incurred, arising out of or in connection with actions taken or omitted 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 Issuing and Paying Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan instructions from an Authorized Representative of Distribution contained in the Registration StatementIssuer; provided, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect however, that the removal of such legends in such circumstances may Issuer shall not be effected under required to indemnify the 1933 Act. From Issuing and after Paying Agent for any loss, liability or expense arising from the earlier of such datesnegligence, 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 bad faith or willful misconduct of the Shares Issuing 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. 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) 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-InPaying Agent.

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 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 and receipt by the Company of an executed certificate of subsequent sale in substantially the form attached hereto as Exhibit D (a “Certificate of Subsequent Sale”) 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after the earlier of such datesshall, 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, . From and Conversion Shares subsequently issued upon due conversion after the effectiveness of the Registration Statement, the Company shall provide the transfer agent for the Shares with irrevocable written instructions, in form and Warrant substance reasonably satisfactory to the Investors, to register the transfer of any Shares subsequently issued upon due exercise receipt of the Warrants shall not bear certificate or certificates representing such restrictive legends provided the provisions Shares along with a Certificate of either clause (i) or clause (ii) above, as applicable, are satisfied with respect theretoSubsequent Sale relating to such 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 at its address as set forth on the signature pages of this Agreement (as may be updated from time to time by such investor in compliance with Section 9.4 of this Agreement) within three (3) Business Days (five (5) Business Days for any Investor which is not a U.S. Person) of submission by that Investor of a legended certificate and supporting documentation certificate(s) to the Transfer Agent as provided above and (2) prior Company’s transfer agent, with a copy to the time such unlegended certificate is received by Company, together with a Certificate of Subsequent Sale or, in 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 event of a sale by the Investor of shares represented by such certificate (a “Buy-In”under Rule 144(k), then a representation letter in customary form, 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 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 Common Shares issued upon conversion of the Notes pursuant to the Registration Rights Agreement and receipt by the Company of the Purchaser’s written confirmation that such Common Shares have been disposed of in compliance with the prospectus filed with such registration statement and the prospectus delivery requirements of the 1933 Act or (ii) the Shares becoming freely tradable by a non-affiliate pursuant delivery to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue 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 either (1) a representation letter in customary representation by the Investor form that Rule 144 applies to 144(k) has become available, the shares of Common Stock represented thereby 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 1933 Act. From and after the earlier of such datesCompany shall, upon an Investora Purchaser’s written request, the Company shall promptly cause certificates evidencing the InvestorPurchaser’s Securities Common Shares issued upon conversion of the Notes to be replaced with certificates which do not bear the restrictive legend appearing in the first paragraph of Section 6.6(b). The restrictive legend appearing in the second paragraph of Section 6.6(b) may be removed at the time of a transfer occurring on or after the date specified therein. The restrictive legend appearing in the third paragraph of Section 6.6(b) may be removed at such restrictive legends, time as both the first 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) second paragraphs have been removed or clause (ii) above, as applicable, are satisfied with respect theretoeligible for removal. 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 Purchaser within three (3) Business Days of submission by that Investor Purchaser 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 (Purchaser for costs incurred either directly damages in an amount equal to 1.0% of the Aggregate Purchase Price of the Notes 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 1933 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 either (1) 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 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 Statementthereby, 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 1933 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 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 theretoto 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) Business 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 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 1933 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 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 shall reissue a certificate representing shares of Common Stock without legends upon receipt to the Purchasers, as applicable, by such Transfer Agent crediting the account of the legended certificates for such shares, together transferee’s Purchaser’s prime broker with either DTC. If (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 certificate representing the Shares and 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 thereto. 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 the Purchaser within three (3) Business 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 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 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, subject to any applicable Canadian Securities Laws, the Company shall 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, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clauses (i) or (ii) above, as applicable, are satisfied with respect thereto. Upon In addition, upon the earlier of (ia) registration of the Shares and the Warrant Shares for resale pursuant to the Registration Rights Agreement or (iib) the 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 (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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificatecertificate or an unlegended record of book-entry or electronic issuance to replace a previously issued legended record of book-entry or electronic issuance, if: (1x) the unlegended certificate or unlegended record of book-entry or electronic issuance is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate or appropriate ownership records of book-entry or electronically issued Common Shares bearing legends, as applicable, and supporting documentation to the Transfer Agent as provided above and (2y) prior to the time such unlegended certificate or unlegended record of book-entry or electronic issuance 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 Shares to deliver in satisfaction of a sale by the Investor of shares Common Shares represented by such certificate or record of book-entry or electronic issuance (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 Shares 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 any sale or disposition of the Securities by Abiomed or an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Abiomed or an Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Abiomed or such Investor that such Investor 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 1933 ActAct and applicable 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 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. 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) 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 the written request of a Stockholder, Parent shall remove any sale or disposition of restrictive legend included on the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall certificates (or, in the case of Common Stockbook-entry shares, shall cause the transfer agent for the any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock not subject to Article II hereof, and Parent shall issue a certificate (or evidence of the “Transfer Agent”issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to issue replacement certificates representing the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such shares of Common Stock are registered for resale under the Securities Act and the registration statement for such shares of Common Stock has not been suspended pursuant to Section 3.04 hereof or as otherwise required by the Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, or (ii) such shares of Common Stock are sold or disposed of without restrictive legendstransferred pursuant to Rule 144. 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, Parent, upon receipt the written request of the Stockholder or its permitted transferee and the provision by such Person of an opinion of reputable counsel reasonably satisfactory to Parent and the Transfer Agent, shall instruct the Transfer Agent of to remove the legended certificates for legend from such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2in whatever form) a statement and shall cause Parent counsel to issue any legend removal opinion required by the Investor that Transfer Agent. Any fees (with respect to the Transfer Agent, Parent counsel, or otherwise) associated with the removal of such Investor has sold legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the Transfer Agent referred to above) shall be borne by Parent. If a legend is no longer required pursuant to the foregoing, Parent will no later than five (5) Business Days following the delivery by any Stockholder or its permitted transferee to Parent or the Transfer Agent (with notice to Parent) of a legended certificate (if applicable) representing such shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statementand, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect extent required, a seller representation letter representing that the removal of such legends in such circumstances may be effected under the 1933 Act. 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 thereto. 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) 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 may be sold pursuant to Rule 144, and a legal opinion of reputable counsel reasonably satisfactory to Parent and the Transfer Agent, 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 or cause to be delivered to the Investor (for costs incurred either directly by holder of such Investor or on behalf Parent Equity Interests a certificate representing such shares of a third party) the amount by which the total purchase price paid for Common Stock as a result (or evidence of the Buyissuance of such shares of Common Stock in book-In (including brokerage commissions, if anyentry form) 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 The Notes shall contain a legend (the "Legend") to the effect that they have not been and will not be registered under the Securities Act, and that the resale or other transfer thereof is subject to certain restrictions in order to preserve the non-public nature of the offering of the Notes. If Notes are issued upon the transfer, exchange or replacement of Notes not bearing the Legend, the Notes so issued shall not bear the Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the Legend or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may be reasonably required by the Issuer that neither the Legend nor the resale and other transfer restrictions set forth therein are required to ensure that transfers thereof comply with any sale or disposition the relevant provisions of the Securities by an Investor pursuant to Act or that such Notes are not "restricted securities" within the meaning of Rule 144 or pursuant to any other exemption under the 1933 Act Securities Act. Upon provision of such satisfactory evidence to the Issuer, the Issuing and Paying Agent, upon receipt of instructions from an Authorized Representative of the Issuer, shall authenticate and deliver a Note of like tenor and terms that does not bear the purchaser acquires freely tradable shares Legend. The Issuer agrees to indemnify the Issuing and upon compliance Paying Agent for, and to hold it harmless against, any loss, liability or expenses, including the fees and expenses of counsel, reasonably incurred, arising out of or in connection with actions taken or omitted 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 Issuing and Paying Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan instructions from an Authorized Representative of Distribution contained in the Registration StatementIssuer; provided, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect however, that the removal of such legends in such circumstances may Issuer shall not be effected under required to indemnify the 1933 Act. From Issuing and after Paying Agent for any loss, liability or expense arising from 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 negligence or willful misconduct of the Shares Issuing 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. 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) 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-InPaying Agent.

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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such 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 1933 Act. 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 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. 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) 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-InWarrant Shares.

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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan plan of Distribution 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 1933 Act. 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 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 theretoto 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) 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 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time (“Rule 144”), or pursuant to any other exemption under the 1933 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 Parent shall or, in the case of Parent Common Stock, shall cause the transfer agent for the Parent Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (and for so long as the following events remain in effect) (i) registration for resale of the Conversion Shares pursuant to the Registration Rights Agreement or (ii) the Shares Securities becoming freely tradable without restriction or limitation by a non-affiliate pursuant to the last sentence of Rule 144 the Company 144(b)(1)(i), Parent shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Parent Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the such Investor that Rule 144 applies to the shares of Parent Common Stock represented thereby or (2) a statement by the such Investor that such Investor has sold the shares of Parent Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statementresale 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 1933 Securities Act. From and after the earlier of such dates, upon an Investor’s written request, the Company Parent shall promptly cause certificates evidencing the such 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 Investment 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. When the Company Parent 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) 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 such Investor, the such Investor, or any third party on behalf of such Investor or for the such Investor’s account, purchases (in an open market transaction or otherwise) shares of Parent Common Stock to deliver in satisfaction of a sale by the such Investor of shares represented by such certificate (a “Buy-In”), then the Company Parent shall pay in cash to the such 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 Parent 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 Such Investor shall provide the Company Parent 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 of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable 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 of the Securities for resale pursuant to the Registration Rights Agreement or (ii) the Shares Securities becoming freely tradable by a non-affiliate eligible to be sold without restriction 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 such Securities without legends upon receipt by such Transfer Agent of the legended certificates for such sharesSecurities, together with either (1) a customary representation representations by the Investor and such Investor’s broker that Rule 144 applies to the shares of Common Stock Securities represented thereby and such Securities have been or are being sold in accordance with Rule 144 or (2) a statement by the Investor that such Investor has sold the shares of Common Stock Securities 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 1933 Act. 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 Shares, Warrant Shares subsequently issued upon due exercise of the Warrants and Reset Warrant Shares issued upon due exercise of the Reset Warrants shall not bear such restrictive legends legends, provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect theretoto such Conversion Shares, Warrant Shares and/or Reset 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) 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 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 1933 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan plan of Distribution distribution contained in the Registration Statementregistration 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 1933 Act. 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 thereto. 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) 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 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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 theretoto 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) 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 of the Securities by an Investor a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the 1933 Securities Act such that the 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 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 either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Purchaser that such Investor Purchaser 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 1933 Securities Act. 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 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 theretoto 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) 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 any Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable 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 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 the Investor's written request, the Company shall promptly cause certificates or records of book-entries or electronic issuances evidencing an 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 Conversion Shares or (ii) the Warrant 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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. 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) 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) the effectiveness of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption Registration Statement (as defined in the Registration Rights Agreement) covering resale of the Shares under the 1933 Securities Act such that or (ii) the purchaser acquires freely tradable shares and upon compliance by Shares becoming eligible for resale under Rule 144(k) promulgated under the Investor with the requirements of this AgreementSecurities Act, 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 the Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesShares, together with either (1) a customary representation by the Investor applicable Purchaser that Rule 144 144(k) promulgated under the Securities Act applies to the shares of Common Stock Shares represented thereby or (2) a statement by the Investor Purchaser that such Investor Purchaser has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Securities Act. From and after the earlier of such dates, 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 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. 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 Purchaser within three five (35) Business Days business days of submission by that Investor Purchaser 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 (Purchaser for costs incurred either directly liquidated damages in an amount equal to 1.0% of the aggregate purchase price of the Shares evidenced by such Investor or on behalf certificate(s) for each thirty (30) day period (pro rated for any period of a third partyless than 30 days) 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 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 1933 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 the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies 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 represented thereby or (2in whatever form) a statement and shall cause Company counsel to issue any legend removal opinion required by the Investor that transfer agent. Any fees (with respect to the transfer agent, Company counsel, or otherwise) associated with the removal of such Investor has sold legend (except for the provision of the 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 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 represented thereby in accordance with the Plan of Distribution contained in the Registration Statementand, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect extent required, a seller representation letter representing that the removal of such legends in such circumstances may be effected under the 1933 Act. 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 thereto. 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) 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 may be sold pursuant to deliver in satisfaction Rule 144, and a legal opinion of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then reputable counsel reasonably satisfactory to the Company shall pay in cash and the transfer agent, deliver or cause to be delivered to the Investor (for costs incurred either directly by holder of such Investor or on behalf Company Equity Interests a certificate representing such shares of a third party) the amount by which the total purchase price paid for Common Stock as a result (or evidence of the Buyissuance of such shares of Common Stock in book-In (including brokerage commissions, if anyentry form) 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 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 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, subject to any applicable Canadian Securities Laws, the Company shall 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 Preferred Shares or (ii) the Warrant 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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. 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) 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 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 (A) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2B) 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 1933 Act. 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 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. 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) 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 The legend specified in Section 2.10 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 electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an Investor opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or pursuant to any other exemption under Rule 144A, if applicable, and the 1933 Act Purchaser has provided the Company with a customary representation that Rule 144 or Rule 144A applies thereto. From and after the earlier of such that the purchaser acquires freely tradable shares and dates, upon compliance by the Investor with the requirements of this Agreementa Purchaser’s written request, the Company shall or, in promptly cause certificates evidencing the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) Purchaser’s Securities to issue replacement be replaced with certificates representing the Securities sold or disposed of without which do not bear such restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, 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 either (1) a customary representation by the Investor Purchaser that Rule 144 or Rule 144A applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Purchaser that such Investor Purchaser 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 1933 Act. 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 theretoregistration statement. 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) 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, which notice shall be final and binding on the Company and such Purchaser, absent manifest error.

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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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. 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) 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 the written request of a Stockholder, following the expiration of the Securities by an Investor Lock-up Period or in connection with a release of restrictions on Transfer pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this AgreementSection 2.02(e), 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 Stockholder’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 5.04 hereof or as otherwise required by the Securities Act, the Exchange Act or the rules and regulations of the Commission 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 Stockholder or its permitted transferee and the provision by such Transfer Agent person of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies 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 represented thereby or (2in whatever form) a statement and shall cause Company counsel to issue any legend removal opinion required by the Investor that transfer agent. Any fees (with respect to the transfer agent, Company counsel, or otherwise) associated with the removal of such Investor has sold legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than five (5) Business Days following the delivery by any Stockholder 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 represented thereby in accordance with the Plan of Distribution contained in the Registration Statementand, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect extent required, a seller representation letter representing that the removal of such legends in such circumstances may be effected under the 1933 Act. 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 thereto. 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) 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 may be sold pursuant to deliver in satisfaction Rule 144, and a legal opinion of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then reputable counsel reasonably satisfactory to the Company shall pay in cash and the transfer agent, deliver or cause to be delivered to the Investor (for costs incurred either directly by holder of such Investor or on behalf Company Equity Interests a certificate representing such shares of a third party) the amount by which the total purchase price paid for Common Stock as a result (or evidence of the Buyissuance of such shares of Common Stock in book-In (including brokerage commissions, if anyentry form) 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 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 either (1) a customary representation by shares upon the request of an Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 theretolegends. 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) 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 Once a Registration Statement covering the resale of the Common Shares and the Derivative Shares is declared effective, the Company shall remove, and cause its Transfer Agent to remove, all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Derivative Shares are issued upon conversion or exercise, as applicable, after the Registration Statement is declared effective, the Derivative Shares shall be issued without restrictive legends), and the Company shall, upon request of the Purchaser or the Transfer Agent, provide a blanket opinion of counsel permitting such removal. Further, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above, (i) following any sale of such Common Shares or disposition of the Securities by an Investor Derivative Shares pursuant to Rule 144 or pursuant to any other applicable exemption under from the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the registration requirements of this Agreementthe Securities Act, the Company shall or (ii) if such Common Shares or Derivative Shares are eligible for resale under Rule 144(b)(1) or any successor provision (or, in the case of Common Stockevent that Derivative Shares are issued upon conversion or exercise, as applicable, after the conditions set forth in clauses (i) and (ii) above, the Derivative Shares shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of be issued without restrictive legends). Upon Without limiting 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 sharesforegoing, together with either (1) a customary representation within two (2) Business Days of the request of the Purchaser, subject to receipt by the Investor that Rule 144 applies Company of an opinion of counsel reasonably satisfactory to the shares of Common Stock represented thereby Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws or (2) a statement as contemplated 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 Irrevocable Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and after the earlier of such dates, upon an Investor’s written requestInstructions, the Company shall promptly cause certificates evidencing the Investor’s Securities legend to be replaced removed from any book-entry statements for any Common Shares or Derivative Shares in accordance with certificates which do not bear such restrictive legends, the terms of this Agreement 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. 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) 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 Investordeliver, or cause to be delivered, to any third party on behalf Purchaser new book-entry statements representing the Common Shares or Derivative Shares that are free from all restrictive and other legends or, at the request of such Investor or for the InvestorPurchaser, via DWAC transfer to such Purchaser’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 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, subject to any applicable Canadian Securities Laws, the Company shall 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 the such Securities sold or disposed updated or replacement records of without restrictive legendsbook entries or electronic issuances evidencing such Securities. Upon 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 to be replaced with certificates or records of book-entries or electronic issuances, respectively, which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clauses (i) registration for resale pursuant to the Registration Rights Agreement or (ii) above, as applicable, are satisfied with respect thereto. In addition, upon the 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 (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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificatecertificate or an unlegended record of book-entry or electronic issuance to replace a previously issued legended record of book-entry or electronic issuance, if: (1x) the unlegended certificate or unlegended record of book-entry or electronic issuance is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate or appropriate ownership records of book-entry or electronically issued Common Shares bearing legends, as applicable, and supporting documentation to the Transfer Agent as provided above and (2y) prior to the time such unlegended certificate or unlegended record of book-entry or electronic issuance 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 's account, purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Investor of shares Common Shares represented by such certificate or record of book-entry or electronic issuance (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 Shares 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. (a) In connection with any sale sale, assignment, transfer or other disposition of the Securities Shares or Warrant Shares by an Investor a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the 1933 Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor Purchaser with the requirements of this Agreement, if requested by the Purchaser by notice to the Company, the Company shall orrequest the Transfer Agent to remove any restrictive legends related to the book entry account holding such shares and make a new, in the case of Common Stock, shall cause the transfer agent unlegended entry for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities such book entry shares sold or disposed of without restrictive legendslegends as soon as reasonably practicable following any such request therefor from such Purchaser, provided that the Company has timely received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. Upon The Company shall be responsible for the earlier fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares or Warrant Shares (i) registration for resale have been registered under the Securities Act pursuant to the Registration Rights Agreement an effective registration statement or (ii) the Shares becoming freely tradable by a non-affiliate have been sold pursuant to Rule 144 144, the Company shall shall, in accordance with the provisions of this Section 5.7(b) and as soon as reasonably practicable following any request therefor from a Purchaser accompanied by such customary and reasonably acceptable documentation referred to above, (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 book entry shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after Securities Act if required by the earlier of such dates, upon an Investor’s written request, Transfer Agent to effect 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 removal of the Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided legend in accordance with the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. 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) 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-Inthis Agreement.

Removal of Legends. The restrictive legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Transfer Agent in accordance with the Transfer Agent Instructions, at such time as Common Shares are being resold, (i) if a registration statement (including the Registration Statement) covering the resale of the Common Shares is effective under the Securities Act, (ii) at the request of the holder (regardless of whether such Common Shares are then being resold), if the Common Shares are eligible for sale under Rule 144, or (iii) if the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the SEC). In connection with the resale of any sale Common Shares, following the Effective Date and provided the registration statement referred to in clause (i) above is then in effect, or disposition of at such earlier time as a legend is no longer required for certain Common Shares, the Securities Company will no later than three Trading Days following the delivery by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company or the Transfer Agent (if delivery is made to the Transfer Agent a copy shall orbe contemporaneously delivered to the Company) of (i) a legended certificate representing such Common Shares (and, in the case of Common Stocka requested transfer, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary 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 affect transfer), and (ii) an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Investor a certificate representing such Common Shares becoming freely tradable that is free from all restrictive and other legends. Certificates for Common Shares free from all restrictive legends may be transmitted by a non-affiliate pursuant the Transfer Agent to Rule 144 the Investor by crediting the account of the Investor’s primary broker with the Transfer Agent as directed by the Investor. The Company shall (A) deliver may not make any notation on its records or 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby restrictions on transfer set forth 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 1933 Act. 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 thereto. 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) 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”this Section 4.1(c), 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 Promptly (and in any sale event within five Business Days) following a holder’s (including EFC Inc.’s or disposition Edelman’s) submission to SMH of the Securities by an Investor certificates representing SMH Shares delivered to EFC Inc. or Edelman pursuant to Rule 144 or pursuant this Agreement that contain a legend relating to transfer restrictions applicable to such securities, SMH shall provide such holder (at no expense to the holder) with new certificates of like tenor not bearing any other exemption under such legends in replacement of such legended certificates (or, in the 1933 Act such event that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreementsentence have been met with respect to some, but not all, of the Company shall orSMH Shares represented by such submitted certificates, in the case of Common Stockthen with multiple certificates that contain appropriate legends with respect to those SMH Shares still subject to applicable restrictions, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) and no legends with respect to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of those SMH Shares that are no longer subject to such restrictions), provided that (i) registration for resale any Lockup Period applicable to such submitted SMH Shares pursuant to the Registration Rights terms of this Agreement or has at that time expired, and (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall either (A) deliver at least one year has elapsed from the date such submitted SMH Shares were originally delivered by SMH to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares EFC Inc. or Edelman (as applicable) pursuant to this Agreement and Edelman is not then an “affiliate” of Common Stock without legends upon receipt by such Transfer Agent SMH for purposes of the legended certificates for such shares, together with either (1) a customary representation by the Investor that SEC Rule 144 applies to the shares of Common Stock represented thereby 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 Statementor, and (B) cause its counsel at least two years have elapsed from the date such submitted SMH Shares were originally delivered by SMH to deliver EFC Inc. or Edelman (as applicable) pursuant to the Transfer Agent one this Agreement and Edelman is an affiliate of SMH for purposes of SEC Rule 144, or more blanket opinions (C) such submitted SMH Shares are to the effect that the removal of such legends in such circumstances may be sold pursuant to a registration effected under the 1933 Act. From and after Registration Rights Agreement, or (D) such submitted SMH Shares are otherwise accompanied by a written opinion of legal counsel to the earlier holder of such datessubmitted SMH Shares, upon an Investor’s written requestin form and substance satisfactory to SMH (acting reasonably), that 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 thereto. 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) 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 transfer of such Investor or for shares may otherwise be made without registration under 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-InSecurities Act.

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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 1933 Act. 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 theretoto 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) 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 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 and, if applicable, the Adjustment 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, or (ii) such securities are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or pursuant Rule 144A. Any fees (with respect to any other exemption under the 1933 Act Transfer Agent, counsel to the Company or otherwise) associated with the issuance of a legal opinion require for the removal of such that the purchaser acquires freely tradable shares and upon compliance legend shall be borne by the Investor with Company. If any portion of the requirements Warrant is exercised at a time when there is an effective registration statement to cover the resale of this Agreementthe Warrant Shares, then such Warrant Shares shall be issued free of all legends. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities or, if applicable, Adjustment Securities, the Company shall or, in will no later than three (3) Trading Days following the case of Common Stock, shall cause delivery by a Purchaser to the transfer agent for Transfer Agent (with notice to the Common Stock (the “Transfer Agent”Company) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant a legended certificate representing such Shares or Warrant Shares and, if applicable, Adjustment Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Registration Rights Agreement reissuance and/or transfer) or (ii) an Exercise Notice in the Shares becoming freely tradable manner stated in the Warrants to effect the exercise thereof 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 non-affiliate pursuant to Rule 144 the certificate representing such Securities that is free from all restrictive and other legends. The Company shall (A) deliver may not make any notation on its records or 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby restrictions on transfer set forth 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 1933 Act. 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 thereto. 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) 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-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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold 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 1933 Act. 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 the 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) 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby 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 1933 Act. 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 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 theretoto 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) 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 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 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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. 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) 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 resale pursuant to a registration statement of the Shares and Liquidated Damage Shares, or (ii) Rule 144 or pursuant to any other exemption under the 1933 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 Liquidated Damage Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan plan of Distribution distribution contained in the Registration Statementregistration 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 1933 Act. 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 thereto. 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) 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 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 (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after At any time when one or more of the earlier of such dates, upon Securities may be freely sold or is covered by an Investor’s written requesteffective Registration Statement, 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 Shares 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 theretocovered 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) 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 theretoto 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 five (35) 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 (a) Any legend referred to in Section 5.7 hereof stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with any respect to such Shares shall be removed and the Company shall cause to be issued a certificate without such legend to the holder of such Shares upon delivery to the Company's transfer agent (with a copy to the Company) of (i) a written request for the removal of the legend, (ii) the original share certificate for which legend removal is requested, and (iii) either (A) an opinion of counsel reasonably acceptable to the Company and its transfer agent to the effect that a public sale or disposition transfer of such securities may be made without registration under the Securities Act or (B) other reasonable assurances in writing acceptable to the Company and its transfer agent (which shall not include an opinion of counsel) that such securities can be sold pursuant to Rule 144 under the Securities Act. Not longer than three business days following the receipt by the Company's transfer agent and the Company of the Securities documents required in clauses (i), (ii) and (iii) above, the Company shall deliver or cause to be delivered to such holder a certificate representing such securities that is free from all restrictive and other legends. If the Company is then eligible, certificates for Shares subject to legend removal hereunder shall be transmitted by the Company's transfer agent to an Investor by crediting the prime brokerage account of such Investor with the Depository Trust Company System as directed by such Investor. (b) If an Investor shall make a sale or transfer of Shares either pursuant to Rule 144 or pursuant to any other exemption under a registration statement and in each case shall have delivered to the 1933 Act Company's transfer agent (with a copy to the Company) (i) the original certificate representing the applicable Shares containing a restrictive legend which are the subject of such that the purchaser acquires freely tradable shares sale or transfer, (ii) a representation letter or letters in customary form, and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, (iii) in the case of Common Stocka sale or transfer pursuant to Rule 144, shall cause either (A) an opinion of counsel reasonably acceptable to the Company and its transfer agent for to the Common Stock (the “Transfer Agent”) to issue replacement certificates representing effect that a public sale or transfer of such securities may be made without registration under the Securities sold Act or disposed of without restrictive legends. Upon the earlier of (iB) registration for resale pursuant other reasonable assurances in writing acceptable to the Registration Rights Agreement or Company and its transfer agent (iiwhich shall not include an opinion of counsel) the Shares becoming freely tradable by a non-affiliate that such securities can be sold pursuant to Rule 144 under the Securities Act (the "Share Delivery Date" shall be the date on which both the Company shall (A) deliver to and its transfer agent have received the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby documents required 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 1933 Act. 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 clauses (i) or clause through (ii) aboveiii)), as applicable, are satisfied with respect thereto. 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 such Investor within three (3) Business Days of submission 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 business day following the Share Delivery Date and (2) following such third business 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 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 then, in addition to any other rights available to the Investor under this Agreement and applicable law, 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. (c) 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. (a) In connection with any sale sale, assignment, transfer or other disposition of the Securities Private Placement ADSs or, as applicable, any ADSs to be issued to Investors that represent the Private Placement Non-Voting Ordinary Shares redesignated as Ordinary Shares, by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares ADSs and upon compliance by the Investor with the requirements of this Agreementthe Transaction Documents, if requested by an Investor, the Company shall or, in the case of Common Stock, shall use commercially reasonable efforts to cause the transfer agent Depositary to remove any restrictive legends related to the book entry account holding such ADSs and make a new, unlegended entry for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities such book entry ADSs sold or disposed of without restrictive legends. Upon , provided that the earlier Company and the Depositary have timely received from the Investor customary representations and other documentation reasonably acceptable to the Company and the Depositary in connection therewith. (b) Subject to receipt from an Investor by the Company and the Depositary of customary representations and other documentation reasonably acceptable to the Company and the Depositary in connection therewith, upon the earliest of such time as the Private Placement ADSs or, as applicable, the ADSs to be issued to Investors that represent the Private Placement Non-Voting Ordinary Shares that have been re-designated as Ordinary Shares, (i) registration for resale have been sold pursuant to the Registration Rights Agreement Rule 144 or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to are eligible for resale under Rule 144 144(b)(1) or any successor provision, the Company shall shall, in accordance with the provisions of this Section 7.2(b), (A) deliver to the Transfer Agent Depositary irrevocable instructions that the Transfer Agent Depositary 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 Statementbook entry ADSs, and (B) cause its counsel, subject to receipt by such counsel of such customary representations and other documentation reasonably requested by such counsel, to deliver to the Transfer Agent Depositary one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 ActAct if required by the Depositary to effect the removal of the legend in accordance with the provisions of the Transaction Documents. From and after ADSs subject to legend removal hereunder may be transmitted by the earlier Depositary to the Investor by crediting the account of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced prime broker 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, DTC System as applicable, are satisfied with respect thereto. 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) 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 directed by the Investor, the Investor, or any third party on behalf of such Investor or . The Company shall be responsible 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 fees of the Buy-In (including brokerage commissions, if any) exceeds Depositary for which it is responsible in accordance with the proceeds received by Deposit Agreement and all DTC fees associated with 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 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 1933 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 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 thereby or (2) a statement by the Investor that such Investor has sold Certificate of Subsequent Sale in substantially the shares form of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration StatementExhibit 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 1933 Securities Act. 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 Conversion Shares subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued upon 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 theretolegends. 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) Business 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby 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 1933 Act. 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 Shares 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 theretoto 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) 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 To the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption extent permitted under the 1933 Act such that the purchaser acquires freely tradable shares and applicable law, 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 the Company available, a21 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 without legends upon receipt by such Transfer Agent of the Notes or any legended certificates previously issued for such shares, together with either (1) a customary representation by the Investor Purchaser that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby or (2) a statement by the Investor Purchaser that such Investor Purchaser 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 1933 Securities Act. From and after the earlier of such dates, upon an Investora Purchaser’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 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 Notes shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect theretoto such Conversion 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 or able to be obtained by a Purchaser within three (3) Business Days business days of submission by that Investor Purchaser of a legended certificate and supporting documentation Securities to the Transfer Agent as provided above and (2) prior or to the time Company, in the case of the Notes), so long as such unlegended certificate failure is received by the Investor, the Investor, or any third party on behalf not a direct result of such Investor Purchaser’s actions or for the Investor’s accountfailure to act, 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 extent permitted under applicable law, 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 Purchaser shall be entitled to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable engage in “short sales” with respect to the Investor in respect number of the Buy-InConversion Shares requested to be issued pursuant to this Section 6.20.

Removal of Legends. In connection with Certificates evidencing the Warrant Shares shall not contain any sale or disposition of legend (including the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, legend set forth in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”Section 4(e) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of hereof: (i) while a registration for resale pursuant to statement (including the Registration Rights Agreement Statement) covering the resale of such security is effective under the Securities Act, or (ii) following the sale of such Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 144, or (iii) if such Warrant Shares 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 staff of the SEC). 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 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 the legend hereunder. If all or any portion of a Warrant is exercised at a time where there is an effective registration statement to cover the resale of the Warrant Shares, or if such legends in such circumstances Warrant Shares may be effected sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the 1933 ActSecurities Act (including judicial interpretations thereof) then such Warrant Shares shall be issued free of all legends. From and after The Company agrees that following the earlier of Effective Date or at such datestime as such legend is no longer required under this Section 4(f), upon an Investor’s written requestit will, no later than three (3) Trading Days following the delivery by a Holder to the Company shall promptly cause certificates evidencing or the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion Company's transfer agent of the Shares and a certificate representing 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) aboveShares, as applicable, are satisfied issued with respect theretoa restrictive legend (such third Trading Day, 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. When The Company may not make any notation on its records or give instructions to any transfer agent of the Company is required that enlarge the restrictions on transfer set forth in this Section. Certificates for securities subject to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) legend removal hereunder shall be transmitted by the unlegended certificate is not delivered to an Investor within three (3) Business Days transfer agent of submission by that Investor of a legended certificate and supporting documentation the Company to the Transfer Agent as provided above and (2) prior to Holders by crediting 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 account of the Buy-In (including brokerage commissions, if any) exceeds Holders 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-InDWAC system.

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 1933 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 either (1) a customary representation by the such Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the such Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statementapplicable 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 1933 Securities Act. 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 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. 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) 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-InShares.

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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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) 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 the Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 Shares 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 thereto. 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) 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 Shares by an Investor pursuant to a Registration Statement, Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby have been sold or transferred in accordance with Rule 144 or (2) a statement by the Investor that such Investor has sold 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 1933 Act. 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 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. 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) 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 any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 StatementStatement 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 1933 Act. 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 Shares 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 theretoto 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) 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 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 1933 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 either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Holder that such Investor 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 1933 Act. 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 Conversion Note Shares subsequently issued upon due conversion of the Shares 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 theretoto 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) 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 any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable 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 ADSs (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock ADSs without legends upon receipt by such Transfer Agent of the legended certificates for such sharesADSs, together with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock ADSs represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock ADSs 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 1933 Act. 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 theretoto 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) 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 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 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 1933 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 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 thereby or (2) a statement by the Investor that such Investor has sold Certificate of Subsequent Sale in substantially the shares form of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration StatementExhibit 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 1933 Securities Act. 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 Conversion Shares subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued upon 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 theretolegends. 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) Business 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 1933 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 either (1) a customary representation by the Investor Subscriber that Rule 144 144(k) applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Subscriber that such Investor Subscriber has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statementregistration 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 1933 ActAct subject to such investor and broker representations and notifications that counsel 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 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 theretoto 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) 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. 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 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. 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) 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. (a) In connection with any sale sale, assignment, transfer or other disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Securities Act such that the purchaser acquires freely tradable shares securities and upon compliance by the such Investor with the requirements of this Agreement, if requested by such Investor, the Company shall or, in the case of Common Stock, shall cause the transfer agent Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Securities and make a new, unlegended entry for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the such book entry Securities sold or disposed of without restrictive legends. , provided that the Company has received from the Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Upon the earlier earliest of (i) the Securities being subject to an effective registration for statement covering the resale pursuant to of the Registration Rights Agreement or Securities, (ii) such time as the Shares becoming freely tradable by a non-affiliate Securities have been sold pursuant to Rule 144 144, or (iii) such time as the Securities are eligible for resale under Rule 144(b)(1) or any successor provision, the Company shall shall, no later than Two Business Days thereafter, (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 sharesbook entry Securities, together with either (1) solely in the case of an “unlegending” in connection with a sale pursuant to Rule 144 as contemplated by subclause (ii)), a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Securities represented thereby 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 1933 ActSecurities Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement. From and after the earlier of The Company agrees that following such datestime as such legend is no longer required under this Section 7.4, it will, upon an Investor’s written requestrequest and compliance with the immediately preceding sentence, deliver or cause to be delivered to such Investor, a certificate representing that such Securities are free from all restrictive and other legends. Securities subject to legend removal hereunder shall be transmitted by the Company shall promptly cause certificates evidencing Transfer Agent to the Investor by crediting the account of 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, custodian as applicable, are satisfied with respect thereto. 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) 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 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.

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 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 either (1) either a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 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 1933 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan plan of Distribution distribution contained in the Registration Statementregistration 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 1933 Act. 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 Shares and Warrant Shares subsequently issued upon due 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 theretoto such Conversion 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) 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 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 1933 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 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 thereby or (2) a statement by the Investor that such Investor has sold Certificate of Subsequent Sale in substantially the shares form of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration StatementExhibit 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 1933 Securities Act. 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 Conversion Shares subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued upon 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 theretolegends. 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) Business 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 Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 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 Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 Except as provided below, the Global Notes and Certificated Notes shall contain the applicable legend specified in Exhibit A, as the case may be (the “Legend”). If Notes are issued upon the transfer, exchange or replacement of Notes in the same form not bearing the Legend, the Notes so issued shall not bear the Legend. If Notes are issued upon the transfer, exchange or replacement of Notes in the same form bearing the Legend or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may be reasonably required by the Issuer that neither the Legend nor the resale and other transfer restrictions set forth therein are required to ensure that transfers thereof comply with any sale or disposition the relevant provisions of the Securities by an Investor pursuant to Act or that such Notes are not “restricted securities” within the meaning of Rule 144 or pursuant to any other exemption under the 1933 Act Securities Act. Upon provision of such satisfactory evidence to the Issuer, the Issuing and Paying Agent, upon receipt of instructions from an Authorized Representative of the Issuer, shall authenticate and deliver a Note in the same form of like tenor and terms that does not bear the purchaser acquires freely tradable shares Legend. The Issuer agrees to indemnify the Issuing and upon compliance Paying Agent for, and to hold it harmless against, any loss, liability or expense, including the fees and expenses of counsel, reasonably incurred, arising out of or in connection with actions taken or omitted 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 Issuing and Paying Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan instructions from an Authorized Representative of Distribution contained in the Registration StatementIssuer; provided, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect however, that the removal of such legends in such circumstances may Issuer shall not be effected under required to indemnify the 1933 Act. From Issuing and after Paying Agent for any loss, liability or expense arising from 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 gross negligence or willful misconduct of the Shares Issuing 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. 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) 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-InPaying Agent.

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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold 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 1933 Act. 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 the 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) 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 in accordance with Rule 144 or pursuant to in accordance with any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold 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 1933 Act. 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 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. 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) 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 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) (A) the registration for resale pursuant to the Registration Rights Agreement or and (iiB) the Shares becoming freely tradable by receipt of 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 either (1) a customary representation by the written certification from an Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has Shares have been sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, Statement and (B) cause its counsel that such Investor has delivered or intends to deliver to a current prospectus in compliance with the Transfer Agent one or more blanket opinions to the effect that the removal prospectus delivery requirements of such legends in such circumstances may be effected under the 1933 Act. From and after , provided, in each case that a Suspension is not in effect, or (ii) Rule 144(k) becoming available the earlier of such datesCompany shall, upon an Investor’s 's written request, the Company shall promptly cause certificates evidencing the Shares sold (in the case of clause (i)) or the Investor’s 's Securities (in the case of clause (ii)) 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 theretoto such Warrant Shares. When the Company is required to cause an unlegended certificate unrestricted shares to replace a previously issued legended certificaterestricted shares, if: (1) the unlegended certificate is if unrestricted shares are not delivered to an Investor within three five (35) Business Days of submission by that Investor of legended certificate(s) together with a legended certificate and supporting documentation representation letter to the Transfer Agent as provided above and Company's transfer agent (2with copy to Company counsel) prior that is in a form reasonably acceptable to the time such unlegended certificate is received by the InvestorCompany counsel, 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 1.0% 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-Inunrestricted shares have not been so delivered.

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 1933 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 (X) either (1) a customary representation by the Investor Holder that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Holder that such Investor 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 1933 Act. From and after the earlier of such dates, upon At any time when any Securities may be freely sold or is covered by an Investor’s written requesteffective Registration Statement, 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 Conversion Shares subsequently issued upon due conversion and, in the case of the Shares and 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) such Warrant Shares may be freely sold or clause (ii) above, as applicable, are satisfied with respect theretocovered 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) 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 of the Securities by Abiomed or an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Abiomed or an Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Abiomed or such Investor that such Investor 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 1933 ActAct and applicable 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 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. 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) 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 by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 and receipt by the Company of the Investor's written confirmation that such Securities will not be disposed of except in compliance with the prospectus delivery requirements of the 1933 Act 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after the earlier of such datesshall, 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 Conversion Shares subsequently issued upon due conversion of the Notes, Payment Shares subsequently issued under the terms 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 theretoto such Conversion Shares, Payment Shares and 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) 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 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 Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 ActAct (except, in the case of clause (ii) only, during any Blackout Period (as defined in the Registration Rights Agreement). 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 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. 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) 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 StatementStatement 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 1933 Act. 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 Shares 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 theretoto 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) 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 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 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 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 thereby 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 the such Investor that such Investor 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 1933 Act. 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 thereto. 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) 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 any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby 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 1933 Act. 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 Shares 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 theretoto 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) 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 1933 Act. 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 theretoto 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) 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 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 (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after At any time when one or more of the earlier of such dates, upon Securities may be freely sold or is covered by an Investor’s written requesteffective Registration Statement, 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 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) such Securities may be freely sold or clause (ii) above, as applicable, are satisfied with respect theretocovered 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) 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Preferred Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common 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 1933 Act. 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 Common Stock subsequently issued upon due conversion of the Shares and Warrant Shares subsequently issued Preferred Stock, upon due 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 theretoto such Common 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) Business 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 Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 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, the Interest Shares and the Warrant Shares without legends upon receipt by such Transfer Agent of the Notes, the Warrants or any legended certificates previously issued for such shares, together with either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby 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 Statementthereby, 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 1933 Act. 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 and Conversion Shares and/or Interest Shares subsequently issued in accordance with the terms 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 theretoto such 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) 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, Notes 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 1.0% 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 for each thirty (including brokerage commissions, if any30) exceeds day period (or portion thereof) beyond such three (3) Business Days 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 Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by shares upon the request of an Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) Business 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 Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 event that, following the transactions contemplated by the Merger Agreement, the Plan and this letter agreement, any sale or disposition certificates evidencing securities ("Certificates") of Arch held by the Standby Purchaser bear a restrictive legend then: (a) if the Standby Purchaser delivers to Arch (i) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Certificate have been transferred pursuant to a registration statement that is effective under the Securities Act or (ii) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor Certificate have been transferred without registration in accordance with the requirements of this AgreementRule 144 under the Securities Act, Arch will, or will Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 21 instruct its transfer agent to, issue upon surrender of such Certificate one or more new Certificates evidencing the Company shall orsecurities so transferred evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend; and (b) if the Standby Purchaser delivers to Arch an opinion of counsel to the Standby Purchaser (which may be internal counsel to the Standby Purchaser) that, in the case opinion of Common Stocksuch counsel, shall cause such legend is not, or is no longer, required to ensure compliance with the Securities Act, Arch will, or will instruct its transfer agent for to, issue upon surrender of such Certificate one or more new Certificates evidencing the Common Stock (securities evidenced by the “Transfer Agent”) Certificate so surrendered, which new Certificate or Certificates will not bear any such legend. * * * * * If you are in agreement with the foregoing, please execute the enclosed copy of this letter agreement as indicated and return it to issue replacement certificates representing the Securities sold or disposed of without restrictive legendsundersigned. Upon the earlier of This letter agreement will become effective upon (i) registration for resale pursuant the delivery to the Registration Rights Agreement or us of executed counterparts of this letter agreement by each of you and (ii) the Shares becoming freely tradable execution and delivery of each of the Other Standby Purchase Commitments by each of the parties thereto. Once effective, this letter agreement will terminate on (i) the date on which the Debtor Tower Agreement is terminated, unless prior to or simultaneously with such termination, MobileMedia shall have entered into a nondefinitive agreement (which shall be comparable in form and substance to the Debtor Tower Agreement and a copy of which shall be delivered to the Standby Purchaser promptly following the execution thereof) with a bona fide third-affiliate party purchaser providing for a sale to such third party of the assets or substantially all of the assets to be sold to Pinnacle pursuant to Rule 144 the Company Debtor Tower Agreement resulting in net proceeds to MobileMedia of not less than $165.0 million (an "Acceptable Sale"), (ii) December 31, 1998, unless the Closing (as defined in the Debtor Tower Agreement) or the closing of an Acceptable Sale shall have occurred on or before such date, (Aiii) deliver to March 31, 1999, unless the Transfer Agent irrevocable instructions that Confirmation Order shall have been entered by the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by Bankruptcy Court on or before such Transfer Agent date, (iv) June 30, 1999, unless the effectiveness of the legended certificates for Plan occurs on or before such sharesdate, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2v) a statement by if not theretofore terminated pursuant to one of the Investor that such Investor has sold foregoing clauses, the shares of Common Stock represented thereby date on which the Merger Agreement is terminated in accordance with the Plan of Distribution contained terms thereof. All notices and other communications hereunder must be in the Registration Statementwriting. Any notice or other communication hereunder will be deemed duly delivered three business days after it is sent by registered or certified mail, and (B) cause its counsel to deliver return receipt requested, postage prepaid, or two business days after it is sent via a reputable international overnight courier service, in each case to the Transfer Agent one intended recipient at the address therefor set forth on the signature page hereto. Any party hereto may give any notice or more blanket opinions other communication hereunder by personal delivery or telecopy, but no such notice or other communication will be deemed to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From have been duly given unless 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 thereto. 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) 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 until it actually is received by the Investorparty for whom it is intended. Any party may change the address to which Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 22 notices and other communications hereunder are to be delivered by giving the Investor, or any third party on behalf of such Investor or for other parties notice in the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by manner herein set forth. This letter agreement represents the Investor of shares represented by such certificate (a “Buy-In”), then final agreement among the Company shall pay in cash parties hereto with respect to the Investor (for costs incurred either directly subject matter hereof and may not be contradicted by such Investor evidence of prior or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result contemporaneous agreements of the Buy-In (including brokerage commissions, if any) exceeds parties. There are no unwritten oral agreements between the proceeds received parties relating to the subject matter hereof. This letter agreement may not be amended or modified except by such Investor as a result written instrument signed by each of the sale to which such Buy-In relatesStandby Purchaser, Arch and MobileMedia. The Investor This letter agreement shall provide be governed by and construed in accordance with the Company written notice indicating the amounts payable to the Investor in respect laws of the Buy-In.State of Delaware without regard to its principles of conflicts of law. This letter agreement may be executed in counterparts which, taken together, shall constitute one and the same instrument. Very truly yours,

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 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 Article VI and receipt by the Registration Rights Agreement or Company of the Investor’s written confirmation that the Securities will not be disposed of except in compliance with the prospectus delivery requirements of the Securities Act, (ii) the Shares becoming freely tradable by a non-affiliate pursuant delivery to Rule 144 the Company shall of a representation letter in customary form that Rule 144(k) has become available or (Aiii) deliver delivery to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue Company of a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such sharesrepresentation letter in customary form, together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 one year has elapsed since the removal Closing Date and the Investor proposes to effect sales in compliance with the volume, manner of such legends sale and notice of proposed sale requirements of Rule 144, accompanied by a legal opinion, in such circumstances may be effected under form and substance reasonably satisfactory to the 1933 Act. From and after Company, the earlier of such datesCompany shall, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities (but not in excess of the amounts which may be sold in any 3-month period under Rule 144 in the case of a representation letter and legal opinion delivered in accordance with clause (iii) above) 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. 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) Business Days of submission by that Investor of legended certificate(s) to the Company’s transfer agent together with a legended certificate representation letter in customary form, the Company shall be liable to the Investor for liquidated damages in an amount equal to 1.0% 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 Days that the unlegended certificates have not been so delivered, which amount shall be payable in cash, monthly on the last day of the month. Not withstanding the availability of the liquidated damages set forth above, the Investor shall be entitled to (a) specific performance in connection with the removal of legends and supporting documentation the issuance of unlegended certificates so long as the requirements of (i) and (ii) above are met and (b) exercise any as against the Company’s transfer agent as a third party beneficiary to the Transfer Agent Instructions letter, a form of which is attached hereto 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.Exhibit C.

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 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 (X) either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. From and after At any time when one or more of the earlier of such dates, upon Securities may be freely sold or is covered by an Investor’s written requesteffective Registration Statement, 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 theretocovered 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) 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 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 for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent (the “Irrevocable Transfer Agent Instructions”) shall reissue a certificate representing shares of Common Stock the Conversion Shares, the Warrant Shares and the Placement Agent Warrant Shares without legends upon receipt by such Transfer Agent of the legended certificates for such sharesshares or the Debentures, the Warrants and/or the Placement Agent Warrants (or any legended certificates previously issued for such Shares), together with either (1) a customary representation by the Investor Buyer or the Placement Agent, as the case may be, that Rule 144 144(k) applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Buyer or the Placement Agent that such Investor Person has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration StatementStatement 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 1933 Act. From and after the earlier of such dates, upon an Investora Buyer’s or a Placement Agent’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities representing previously issued Conversion Shares, Warrant Shares or Placement Agent Warrant Shares to be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the Debentures, Warrant Shares and Placement Agent Warrant Shares subsequently issued upon due exercise of the Warrants or the Placement Agent 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 theretoto such Conversion Shares, Warrant Shares or Placement Agent 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 such Buyer or Placement Agent within three (3) Business Days of submission by that Investor Person 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 Investorcase of the Debentures, the Investor, or any third party on behalf of such Investor or for Warrants 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”Placement Agent Warrants), then the Company shall pay be liable to such Person for liquidated damages in cash an amount equal to 1.5% of the Investor (for costs incurred either directly 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 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 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, subject to any applicable Canadian Securities Laws, the Company shall 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 Common Shares or (ii) the Warrant 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 either (1A) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock Shares represented thereby or (2B) a statement by the Investor that such Investor has sold the shares of Common Stock Shares represented thereby in accordance with the Plan of Distribution 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 1933 Act. 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 thereto. 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) 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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 theretoto 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) 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 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 (iii) such Securities are eligible for sale under Rule 144(k). The Company shall cause Company Counsel to any other exemption under issue the 1933 Act 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, Company Counsel or otherwise) associated with the issuance of such that opinion or the purchaser acquires freely tradable shares and upon compliance removal of such legend shall be borne by the Investor with Company. If any portion of the requirements Warrant is exercised at a time when there is an effective registration statement to cover the resale of this Agreementthe Warrant Shares, or if such Warrant Shares may be sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall or, in will no later than three (3) Trading Days following the case of Common Stock, shall cause delivery by a Purchaser to the transfer agent for Company or the Common Stock Transfer Agent (with notice to the “Transfer Agent”Company) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Registration Rights Agreement reissuance and/or transfer or (ii) an Exercise Notice in the Shares becoming freely tradable 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 non-affiliate pursuant to Rule 144 the certificate representing such Securities that is free from all restrictive and other legends. The Company shall (A) deliver may not make any notation on its records or give instructions to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt to the Purchasers by such Transfer Agent crediting the account of the legended certificates for such shares, together Purchaser’s prime broker with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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) 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-InDTC.

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 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 either (1) a customary representation by the Investor that of compliance with Rule 144 applies as applicable to the shares of Common Stock represented thereby 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 1933 Act. 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 theretoto 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) 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 a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the 1933 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 either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor Purchaser that such Investor 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 1933 Securities Act. 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 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 theretoto 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) Business 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 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 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 either (1) a customary representation by the Investor that Rule 144 144(k) applies to the shares of Common Stock to be represented thereby 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 1933 Act. 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 Shares 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 theretoto 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) 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 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) (A) the registration for resale pursuant to the Registration Rights Agreement or and (iiB) the Shares becoming freely tradable by receipt of 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 either (1) a customary representation by the written certification from an Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has Shares have been sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, Statement and (B) cause its counsel that such Investor has delivered or intends to deliver to a current prospectus in compliance with the Transfer Agent one or more blanket opinions to the effect that the removal prospectus delivery requirements of such legends in such circumstances may be effected under the 1933 Act. From and after , provided, in each case that a Suspension is not in effect, or (ii) Rule 144(k) becoming available the earlier of such datesCompany shall, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Shares sold (in the case of clause (i)) or the Investor’s Securities (in the case of clause (ii)) 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 theretoto such Warrant Shares. When the Company is required to cause an unlegended certificate unrestricted shares to replace a previously issued legended certificaterestricted shares, if: (1) the unlegended certificate is if unrestricted shares are not delivered to an Investor within three five (35) Business Days of submission by that Investor of legended certificate(s) together with a legended certificate and supporting documentation representation letter to the Transfer Agent as provided above and Company’s transfer agent (2with copy to Company counsel) prior that is in a form reasonably acceptable to the time such unlegended certificate is received by the InvestorCompany counsel, 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 1.0% 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-Inunrestricted shares 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 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 being sold or transferred 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor will sell (or, in the case of any Affiliate of the Company has sold 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 1933 Act. 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 legendslegends or credited to such Investor’s balance account with the Depository Trust Company (“DTC”), if requested by the Investor and eligible therefor), 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. If the Transfer Agent participates in DTC’s FAST program, such shares shall be delivered through the DWAC system. The Company shall pay all fees (including Transfer Agent and DTC fees), expenses and issuance taxes (other than any applicable transfer taxes in the event that the Conversion Shares are issued in a name other than that of the Investor or its nominee) incurred in connection with the issuance of the Conversion 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) 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 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 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. 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) 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 Certificates evidencing Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 6.2): (i) while a registration statement covering either the Shares or Warrant Shares, as applicable, is effective, or (ii) following a sale or disposition transfer of such Shares or Warrant Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Securities by an Investor Company), or (iii) while such Shares or Warrant Shares are eligible for sale without any conditions pursuant to Rule 144. If a Purchaser shall make a sale or transfer of Shares or Warrant Shares either (x) pursuant to Rule 144 or (y) pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares a registration statement and upon compliance by the Investor with the requirements of this Agreement, in each case shall have delivered to the Company shall oror the Company’s transfer agent the certificate representing Shares or Warrant Shares containing a restrictive legend which are the subject of such sale or transfer (the date of such sale or transfer and Share or Warrant Share, in as the case of Common Stockmay be, shall cause the transfer agent for the Common Stock (delivery being the “Transfer AgentShare Delivery Date”) 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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 Investor within three (3) Business Days of submission such Purchaser a certificate representing such Shares or Warrant 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 or Warrant Shares are received by the Investorfree from restrictive legends, the InvestorPurchaser, or any third party on behalf of such Investor or for the Investor’s accountPurchaser, 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 or Warrant 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 exceed 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. 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 by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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) 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 1933 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 either (1) a customary representation by the Investor Purchaser that Rule 144 applies to the shares of Common Stock 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 Investor Purchaser that such Investor the Purchaser will sell (or, in the case of any Affiliate of the Company has sold sold) the shares of Company Common Stock represented thereby 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 1933 Securities Act. 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 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. 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) 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 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 1933 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 with a restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. 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) 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-Inlegend.

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 1933 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 cause Company Counsel to issue to the case Transfer Agent a legal opinion confirming the occurrence of Common Stock, shall cause the transfer agent registration of such Securities for resale under the Common Stock Securities Act. Any fees (with respect to the “Transfer Agent”, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company will no later than three (3) Trading Days following the delivery by the Purchaser to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon Company (with notice to the earlier Company) of (i) registration for resale pursuant a legended certificate representing Shares, Conversion Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Registration Rights Agreement reissuance and/or transfer) or (ii) an Exercise Notice in the Shares becoming freely tradable 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 non-affiliate pursuant to Rule 144 the certificate representing such Securities that is free from all restrictive and other legends. The Company shall (A) deliver may not make any notation on its records or give instructions to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section 4.1(d). Certificates for Shares, Conversion Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt to the Purchaser by such Transfer Agent crediting the account of the legended certificates for such shares, together Purchaser’s prime broker with either (1) a customary representation DTC as directed by the Investor that Rule 144 applies to the shares of Common Stock represented thereby 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 1933 Act. 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 thereto. 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) 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-InPurchaser.

Removal of Legends. In connection with any sale (a) Upon receipt by Triad of satisfactory written evidence (which evidence shall include, at Triad’s reasonable request, an opinion of counsel reasonably acceptable to Triad, in form and substance reasonably acceptable to Triad) that a CIC Shareholder has Transferred or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor is Transferring Restricted Shares in accordance with the requirements of this AgreementAgreement and otherwise in compliance with the Securities Act and all applicable state securities laws, along with 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 certificate or certificates representing the Securities sold Restricted Shares Transferred or disposed to be Transferred, Triad shall promptly instruct its transfer agent to register the number of without restrictive legends. Upon shares Transferred or to be Transferred in the earlier name of (i) registration for resale pursuant the transferee or 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 either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby selling broker in accordance with the Plan of Distribution contained in the Registration Statement, “street name” and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions new certificates representing such Transferred shares to the effect CIC Shareholder or to the CIC Shareholder’s designee(s), provided that the removal Triad shall have no obligation to provide such instructions to its transfer agent unless such Transfer was made or is being made in compliance with all of such legends in such circumstances may be effected under the 1933 Act. 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 this Agreement. (ib) At any time following the first Anniversary (with respect to a CIC Shareholder that is not also a Principal CIC Shareholder) or clause the fourth Anniversary (ii) abovewith respect to a Principal CIC Shareholder), as applicable, are satisfied with respect thereto. When the Company is required upon receipt by Triad from such CIC Shareholder of one or more certificates representing Restricted Shares, Triad shall promptly instruct its transfer agent to cause an unlegended (i) cancel such returned certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above or certificates and (2ii) prior deliver one or more new certificates representing such Restricted Shares to such CIC Shareholder or to such CIC Shareholder’s designee, which new certificate or certificates shall not contain 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-InShare Transfer Restriction Agreement Legend.