Common use of Removal of Legends Clause in Contracts

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Securities by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within the earlier of (i) two Business Days (2) business days and (ii) the Standard Settlement Period, in each case, of the any such request of the 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. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Securities (i) have been registered under the Shares being subject Securities Act pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.7(b) and with respect to legend removal pursuant to the foregoing clauses (i) through (iii) within the earlier of (x) two (2) business days and (y) the Standard Settlement Period, in each case, of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.7 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), becoming 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 make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Investor that Rule 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, no later than two Trading Days after the Effective Date, 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 Act if required by the Transfer Agent to effect the removal be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the legend in accordance with Warrants shall not bear such irrevocable instructions and restrictive legends provided the other applicable provisions of this Agreementeither clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares, as applicable. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or the Transfer Agent of a certificate representing Shares is required to cause unlegended certificates to replace previously issued with a restrictive legendlegended certificates, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within three (3) Business Days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to the Investor for liquidated damages in an amount equal to 1.5% of the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements aggregate purchase price of the Securities Act, including any applicable prospectus delivery requirements, evidenced by such certificate(s) for each thirty (30) day period (or an exemption therefrom, portion thereof) beyond such three (ii3) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges Business Day that the removal of the restrictive legend from unlegended certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)have not been so delivered.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares securities and upon compliance by the Purchaser such Investor with the requirements of this Agreement, if requested by the Purchasersuch Investor, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares Securities and make a new, unlegended entry for such book entry Shares Securities sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares Securities being subject to an effective registration statement covering the resale of the SharesSecurities, (ii) such time as the Shares Securities have been sold pursuant to Rule 144, or (iii) such time as the Shares Securities are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry SharesSecurities, together with either (1) a customary representation by the Investor that Rule 144 applies to the Securities represented thereby or (2) a statement by the Investor that such Investor has sold the 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, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.4, it will, no later than two Trading Days following upon an Investor’s written request and compliance with the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legendimmediately preceding sentence, deliver or cause to be delivered to such Purchaser Investor, a certificate representing that such shares that is Securities are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System custodian as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceInvestor. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. Upon the earlier of (ai) In connection with any sale, assignment, transfer the sale or other disposition of the Shares any Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold securities or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as any Securities of the Shares have been Investor becoming eligible to be sold without restriction pursuant to Rule 144, upon the written request of such Investor, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing such Securities. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities 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. In addition, upon the earlier of (i) registration of the Conversion Shares and the Warrant Shares for resale pursuant to the Registration Rights Agreement or (iiiii) such time as the Conversion Shares are and/or the Warrant Shares becoming eligible for resale under to be sold without restriction pursuant to Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, 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, no later than two Trading Days after the Effective Date, Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement1933 Act. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the Transfer Agent unlegended certificate is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (2) prior to the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted time such unlegended certificate is received by the Transfer Agent Investor after such three (3) Business Day period, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser Investor (for costs incurred either directly by crediting such Investor or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserInvestor as a result of the sale to which such Buy-In relates. The Company Investor shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such Purchaser will sell any Shares pursuant written notice together with a reasonably detailed summary indicating the amounts payable to either the registration requirements Investor in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7.2 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or the Warrant Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7.2 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. Within one (a1) In connection with any sale, assignment, transfer or other disposition of Business Day following the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under date the Securities Act such that Registration Statement (as defined in the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Registration Rights Agreement, if requested by the Purchaser) is declared effective, the Company shall provide or cause its legal counsel to provide the transfer agent for the Common Shares (the “Transfer Agent”) one or more opinions regarding the removal of legends in connection with sales or other permitted dispositions pursuant to the effective Registration Statement. In connection therewith, the Company shall use reasonable best efforts to have the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business (2) Trading Days receipt of notice of the request of sale or disposition pursuant to the PurchaserRegistration Statement, provided that the Transfer Agent and/or Company has timely received from the Purchaser Investor a customary seller representation letter regarding such disposition. In addition, either (i) any time after the holding period specified in Rule 144(d)(1)(ii) has been satisfied or (ii) in connection with any sale, assignment, transfer or other disposition of the 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, if requested by an Investor, the Company shall use reasonable best efforts to have provide or cause its legal counsel to provide the Transfer Agent one or more opinions (including blanket opinions) regarding the removal of legends in reliance of such rule, and to have the Transfer Agent remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such book entry shares without restrictive legends within two (2) Trading Days of any such request, provided that the Transfer Agent and/or Company has timely received from the Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System DTC’s system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the PurchaserInvestor, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.7, it will, no later than two Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 7.7. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement Registration Statement covering the resale of the Shares, such registration statement Registration Statement is not then effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser Investor acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.7 is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b7.7(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.5, it will, no later than two within three Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Subject to the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under restrictions set forth in the Securities Act such that the purchaser acquires freely tradable shares Voting and upon compliance by the Purchaser with the requirements of this Standstill Agreement, if requested by the Purchaser, legend set forth in Section 4.1(b) above shall be removed and the Company shall cause issue to such holder the Transfer Agent to timely remove applicable Shares in book-entry form free and clear of such legend or any restrictive other legends related to by electronic delivery at the book entry applicable balance account holding such Shares and make a newat the Depository Trust Company (“DTC”), unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of if (i) the such Shares being subject to are sold under an effective registration statement covering under the resale of the SharesSecurities Act, (ii) such time as the Shares have been are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) such time as the Shares are eligible for resale sale under Rule 144(c) 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or volume limitations or any successor provision (such earliest date, manner-of-sale restrictions. Subject to the “Effective Date”)restrictions set forth in the Voting and Standstill Agreement, the Company agrees that it shall cause Company Counsel (Ai) deliver after the Effective Date, to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver issue to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of Company Counsel as may reasonable be required by the Transfer Agent to effect in connection with the removal of legends pursuant to this Section 4.1(c) following receipt of the legend certificates and documents contemplated below. Subject to the restrictions set forth in accordance the Voting and Standstill Agreement, following Rule 144 becoming available for the resale of Shares, without the requirement for the Company to be in compliance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer current public information required under this SectionRule 144 as to such securities and without volume or manner-of-sale restrictions, it willthe Company, no later than two Trading Days following upon the request of a Celgene Party and delivery by a Purchaser of the certificates and documents contemplated below, shall cause Company Counsel or other counsel satisfactory to the Company or the Transfer Agent of to issue to the Transfer Agent a certificate representing legal opinion stating that such Shares issued with a restrictive legend, deliver or cause are eligible for sale under Rule 144 without the requirement for the Company to be delivered in compliance with the current public information required under Rule 144 as to such Purchaser a certificate representing securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such shares that is free from all restrictive opinion or the removal of such legend shall be borne by the Company. Except with respect to the restrictions set forth in the Voting and other legends. The Standstill Agreement, the Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b4.1(c).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of the 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. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.9(b) and within two (2) business days of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.9 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall cause to be issued a certificate or book-entry statement, as applicable, without such legend or any sale, assignment, transfer or other disposition legend to the holder of the Shares applicable Securities upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption 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 such that the purchaser acquires freely tradable shares and upon compliance by (provided that, if the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related is selling pursuant to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering registering the resale of Securities for resale, the SharesPurchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or volume limitations or any successor provision (such earliest date, the “Effective Date”)manner-of-sale restrictions, the Company shall (A) deliver cause U.S. Company Counsel to issue to the Transfer Agent irrevocable instructions that the legal opinion referred to in the Irrevocable Transfer Agent shall make a new, unlegended entry for such book entry Shares, and Instructions. Any fees (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after U.S. 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, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such earlier time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two three (3) Trading Days following the delivery by a Purchaser to the Company (with notice to the Company) of (i) a legended certificate (or the Transfer Agent of a certificate book-entry statement) representing Shares issued or Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants or Prefunded Warrants, as applicable, to effect the exercise of such Warrant or Prefunded Warrant, as applicable, 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 such Purchaser a certificate or book-entry statement representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Certificates or book-entry statements for Shares or Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Purchasers by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Pre-Funded Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days of the as soon as reasonably practicable following any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor a completed Investor representation letter (the “Investor Rep Letter”) in substantially the form attached hereto as Exhibit D and such other customary representations and other documentation as may be reasonably acceptable to the Company required, in accordance with applicable law, in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of the completed Investor Rep Letter and such other customary representations and other customary documentation as may be reasonably acceptable to the Company and the Transfer Agent required, in connection therewithaccordance with applicable law, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Pre-Funded Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), the Company shall (Ashall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares. Each Investor understands that the Company may, as a condition to the removal of any legends of any of the Securities, require that the request for removal be accompanied by a certificate and/or an opinion of counsel reasonably satisfactory to the Company and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal proposed transfer does not result in a violation of such legends in such circumstances may be effected under the Securities Act if required Act, unless such transfer is covered by an effective registration statement or is exempt from the Transfer Agent to effect the removal registration requirements of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required Securities Act, including under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such PurchaserRule 144. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees its legal counsel associated with such issuancelegend removal. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. The Company agrees that it shall not place a legend restricting transfer on certificates representing shares of Common Stock that you own (ai) following any sale of such shares pursuant to an effective registration statement under the Securities Act of 1933, as amended (the " Securities Act "), (ii) following any sale of such shares pursuant to Rule 144 under the Securities Act or (iii) if such shares are eligible for sale by you under Rule 144 without volume limitation. If any option for Common Stock held by you is exercised at a time when the underlying shares may be sold under Rule 144 without volume limitation, then such shares shall be issued free of all restrictive legends. In connection with addition, the Company shall instruct its counsel to issue a legal opinion to the Company's transfer agent to effect the removal of any salerestrictive legend then appearing on any certificate(s) representing shares of Common Stock that you own (i) following any sale of such shares pursuant to an effective registration statement under the Securities Act, assignment, transfer or other disposition (ii) following any sale of the Shares by a Purchaser such shares pursuant to Rule 144 or pursuant to any other exemption (iii) if such shares are eligible for sale by you under the Securities Act Rule 144 without volume limitation. In such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaserevent, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days three business days following the delivery by a Purchaser to the Company or the Transfer Agent Company's transfer agent of a the certificate or certificates representing Shares issued with a restrictive legendsuch shares, deliver or cause to be delivered to such Purchaser you a certificate representing such shares or certificates that is are free from all restrictive and or other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder You shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment receive reimbursement from the Company for any costs and expenses (including attorney's fees) incurred by you in connection with the opinion(senforcement of your rights under this paragraph. Notwithstanding the foregoing, for so long as you are an "affiliate" of the Company and for ninety (90) described days thereafter, it is understood and agreed that your certificates shall bear the Company's standard "affiliate legend" in Section 4.1(b)accordance with the Company's policies.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.4(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.4, it will, no later than within two (2) Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Private Placement ADSs by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares ADSs and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the Transfer Agent Depositary to timely remove any restrictive legends related to the book entry account holding such Shares ADSs and make a new, unlegended entry for such book entry Shares ADSs sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has and the Depositary have timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company and the Depositary in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent Depositary of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent Depositary in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares Private Placement ADSs (i) have been sold pursuant to Rule 144, 144 or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.6(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent Depositary irrevocable instructions that the Transfer Agent Depositary shall make a new, unlegended entry for such book entry SharesADSs, 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, no later than two Trading Days after the Effective Date, Depositary one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent Depositary to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares ADSs subject to legend removal hereunder shall may be transmitted by the Transfer Agent Depositary to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent the Depositary for which it is responsible in accordance with the Deposit Agreement and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Private Placement ADSs or any ADSs issued upon deposit of the Redesignated Shares (the “Redesignated ADSs”) pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares the Private Placement ADSs or any Redesignated ADSs are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the SharesPrivate Placement ADSs or Redesignated ADSs, such registration statement is not then effective and the Company has provided written notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares such Investor’s Private Placement ADSs or Redesignated ADSs only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that 1933 Act during the removal of the restrictive legend from certificates representing Shares as set forth in this Section period such registration statement is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)not effective.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares Shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of the 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. The Company shall be responsible for the fees of its Transfer Agent, legal counsel, and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company of a selling stockholder representation letter in the form previously provided to the Purchaser and the Selling Stockholder Questionnaire attached to the Registration Rights Agreement, upon the time that the Shares have been registered under the Securities Act pursuant to an effective registration statement, the Company shall use best efforts to promptly (and in any event no longer than two (2) business days) cause to be delivered to the Purchaser Shares that do not bear restrictive legends. In addition, if earlier, subject to the receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and its counsel and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold pursuant to Rule 144, or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.7(b) and within two (2) business days of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions (including blanket opinions) to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.7 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System Fast Automated Securities Transfer (FAST) Program as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (aThe restrictive legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall issue a certificate without such restrictive legend or any sale, assignment, transfer or other disposition 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 DTC, at such time as Common Shares are being resold, (i) if a Purchaser registration statement (including the Registration Statement) covering the resale of the Common Shares is effective under the Securities Act, (ii) following any sale of such Common Shares pursuant to Rule 144 or pursuant to any other exemption under if the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, holder provides the Company shall cause with a legal opinion (and the Transfer Agent to timely remove any restrictive legends related to documents upon which the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation legal opinion is based) reasonably acceptable to the Company in connection therewith. to the effect that the Common Shares can be sold under Rule 144, (biii) Subject to receipt from at the Purchaser by 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 without any volume limitation, or (iv) if the holder provides the Company with a legal opinion (and the Transfer Agent of customary representations and other customary documentation documents upon which the legal opinion is based) reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal legend is not required under applicable requirements of such legends in such circumstances may be effected under the Securities Act if required (including controlling judicial interpretations and pronouncements issued by the Transfer Agent to effect the removal Staff of the legend in accordance SEC). In connection with such irrevocable instructions and the other applicable provisions resale of this Agreement. The Company agrees that any Common Shares, following the Effective Date and provided the registration statement referred to in clause (i) above is then in effect, or at such earlier time as such a legend is no longer required under this Sectionfor certain Common Shares, it will, the Company will no later than two three Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent (if delivery is made to the Transfer Agent a copy shall be contemporaneously delivered to the Company) of (i) a legended certificate representing such Common Shares (and, in the case of a certificate representing Shares issued requested transfer, endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to 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 Purchaser Investor a certificate representing such shares Common Shares that is free from all restrictive and other legends. Certificates for Common Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s primary broker with DTC as directed by the Investor. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b4.1(c).

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall issue a certificate without such legend or any sale, assignment, transfer or other disposition legend to the holder of the Shares applicable Securities upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption 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 such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the SharesAct, (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or volume limitations or any successor provision (such earliest date, the “Effective Date”)manner-of-sale restrictions, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing the applicable Shares or issue a certificate representing the applicable Warrant Shares without legend upon receipt by the Transfer Agent of the legended certificates for such book entry Shares, and . Any fees (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after Agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such earlier time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing Shares issued or Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Certificates for Shares or Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Purchasers by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to an effective registration statement or pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of the 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. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and its counsel and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.9(b) and within three (3) business days of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions (including blanket opinions) to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.9 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System Fast Automated Securities Transfer (FAST) Program as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, rights contained in Section 7 hereof or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), becoming available the Company shall (A) deliver to the transfer agent for the common stock (the “Common Stock”) of the Company (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Purchaser that Rule 144(k) applies to the shares of Common Stock represented thereby or (2) a statement by the Purchaser that such Purchaser has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement and, if applicable, in accordance with any prospectus delivery requirements, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required Act. From and after the earlier of such dates, upon a Purchaser’s written request, the Company shall promptly, and in any event by the third trading day following the Share Delivery Date (as defined below), cause certificates evidencing the Purchaser’s Shares to be replaced with certificates which do not bear such restrictive legends. If a Purchaser shall make a sale or transfer of Shares either (x) pursuant to Rule 144 or (y) pursuant to a Registration Statement and in each case shall have delivered to the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with containing a restrictive legend, legend which are the subject of such sale or transfer and a representation letter in customary form (the date of such sale or transfer and Share delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Purchaser a certificate representing such shares Shares that is free from all restrictive or other legends by the third trading day following the Share Delivery Date and other legends. The Company may not make any notation on its records or give instructions (2) following such third trading day after the Share Delivery Date and prior to the Transfer Agent that enlarge time such Shares are received free from restrictive legends, the restrictions Purchaser, or any third party on transfer set forth behalf of such Purchaser or for the Purchaser’s account, purchases (in this Section. Shares subject an open market transaction or otherwise) shares of Common Stock to legend removal hereunder shall be transmitted deliver in satisfaction of a sale by the Transfer Agent Purchaser of such Shares (a “Buy-In”), then the Company shall pay in cash to the Purchaser (for costs incurred either directly by crediting such Purchaser or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserPurchaser as a result of the sale to which such Buy-In relates. The Company Purchaser shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such written notice indicating the amounts payable to the Purchaser will sell any Shares pursuant to either the registration requirements in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a the Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares Shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of therefor from the Purchaser, provided that the Company has timely received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent, legal counsel, and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company of a selling stockholder representation letter in the form previously provided to the Purchaser and the Selling Stockholder Questionnaire attached to the Registration Rights Agreement, upon the time that the Shares have been registered under the Securities Act pursuant to an effective registration statement, the Company shall use commercially reasonable best efforts to promptly (and in any event no longer than two (2) business days) cause to be delivered to the Purchaser Shares that do not bear restrictive legends. In addition, if earlier, subject to the receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and its counsel and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold pursuant to Rule 144, or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.5(b) and within two (2) business days of any request therefor from the 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions (including blanket opinions) to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.5 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System Fast Automated Securities Transfer (FAST) Program as directed by such the Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.4, it will, no later than two within three Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legend, legend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith (the “Share Delivery Date”) deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares Section 7.4.Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. If the Company fails to effect delivery of any such Shares on or before the applicable Share Delivery Date and if after such date, due to the Company’s continuing failure to deliver such Shares, such Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Investor anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to the Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such Shares shall terminate, or (ii) promptly honor its obligation to deliver to such Investor such shares of Common Stock and pay cash to the Investor in an amount equal to the excess (if any) of such Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product of (a) such number of shares of Common Stock purchased in the Buy-in, times (b) the Closing Bid Price on the Share Delivery Date. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.4(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchaser, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of issue replacement certificates without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewithlegends. In addition, upon the earliest earlier of (i) the Shares being subject to an effective registration statement covering the resale effectiveness of the Shares, registration for resale pursuant to the Registration Rights Agreement or (ii) such time as the Shares have been sold becoming freely tradable by a non-affiliate pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with, solely with respect to a request to remove restrictive legends pursuant to Rule 144, customary representations by the Investor that the requisite holding period under Rule 144 with respect to the shares of Common Stock represented thereby has been met and that the Investor is not, and has not been, an Affiliate of the Company within a the ninety day period preceding the proposed legend removal date, and (B) cause its counsel to deliver to the Transfer AgentAgent an opinion with respect to the Shares, no later than two Trading Days after and with respect to the Effective Dateshares of Common Stock issued or issuable pursuant to the Warrants, one or more opinions held by the requesting Investor to the effect that the removal of such legends on such Shares and shares of Common Stock in such circumstances may be effected under the Securities Act if required by 1933 Act. The Investor agrees to deliver the Transfer Agent to effect the removal representations under clause (ii) of the legend foregoing sentence in accordance form and substance reasonably requested by counsel to the Company. In addition, upon the reasonable request of the Company, the Investor will represent that it has, or will comply with, the prospectus delivery requirements (including any exemptions therefrom) for the sale of the Shares and shares of Common Stock issuable pursuant to the Warrants under the Registration Statement, if applicable. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such irrevocable instructions restrictive legends, and Warrant Shares subsequently issued upon due exercise of the other applicable Warrants shall not bear such restrictive legends provided the provisions of this Agreementeither clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. The When the Company agrees that following is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the Effective Date or at such time as such legend unlegended certificate is no longer required under this Section, it will, no later than two not delivered to an Investor within three (3) Trading Days following (as defined in the delivery Registration Rights Agreement) of submission by a Purchaser to the Company or the Transfer Agent that Investor of a legended certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (2) prior to the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted time such unlegended certificate is received by the Transfer Agent 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 Purchaser Investor (for costs incurred either directly by crediting such Investor or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserInvestor as a result of the sale to which such Buy-In relates. The Company Investor shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such Purchaser will sell any Shares pursuant written notice indicating the amounts payable to either the registration requirements Investor in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall issue a certificate without such legend or any sale, assignment, transfer or other disposition legend to the holder of the Shares applicable Securities upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption 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 such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, (provided that the Company has received from the Purchaser customary representations agrees to only sell such Securities when, and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser as permitted, by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Sharespermitting such resale), (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c144(k). Following the earlier of (i) without current information the Effective Date or volume limitations (ii) Rule 144(k) becoming available for the resale of Shares or any successor provision (such earliest date, the “Effective Date”)Warrant Shares, the Company shall (A) deliver cause Company Counsel to issue to the Transfer Agent irrevocable instructions that the legal opinion referred to in the Irrevocable Transfer Agent shall make a new, unlegended entry for such book entry Shares, and Instructions. Any fees (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after 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, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such earlier time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Shares issued or Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms and an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the “Legend Removal Date”) deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Purchasers by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceDTC. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within as soon as reasonably practicable and no later than two (2) Business Days of following any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), the Company shall shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable and no later than two (2) Business Days following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (ai) In connection with any sale, assignment, transfer or other disposition of the Conversion Shares by a Purchaser Subscriber pursuant to an effective registration statement, Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreementshares, if requested by the PurchaserSubscriber by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Conversion Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days of as soon as reasonably practicable following any such request therefor from the request of Subscriber and shall issue to the PurchaserTransfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions, provided that, in connection therewith, that the Company has timely received from the Purchaser Subscriber customary representations and other documentation reasonably acceptable to the Company. (ii) In addition to Section 8.d.1, at any time when Conversion Shares have been registered for resale pursuant to the Resale Registration Statement, if requested by the Subscriber by notice to the Company, the Company shall request the Transfer Agent to remove any restrictive legends related to the book entry account holding such Conversion Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor from the Subscriber and shall issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions, provided that, in connection therewith, the Company has timely received customary representations and other documentation reasonably acceptable to the Company in connection therewithfrom the Subscriber and its broker that will hold the Conversion Shares on behalf of the Subscriber. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees its legal counsel associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares legend removal pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)8.d.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the shares of Series A Preferred Stock, Conversion Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days of as soon as reasonably practicable following any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the shares of Series A Preferred Stock, Conversion Shares or Warrant Shares (i) have been sold under the Shares being subject Securities Act pursuant to an effective registration statement covering the resale of the Shares, statement; (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), 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 an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserNotwithstanding anything provided in Sections 5.7(a) and 5.7(b) herein, severally and not jointly with the other Purchasersrestrictive legends related to the Series A Preferred Stock, agrees with the Company Conversion Shares or Warrant Shares shall only be removed (i) that such Purchaser will sell any Shares in connection with a sale pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, Registration Statement or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with and pursuant to Rule 144 if the opinion(sInvestor has held the Series A Preferred Stock, Conversion Shares or Warrant Shares, as applicable, for more than one (1) described in Section 4.1(b)year.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Warrant Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and such other customary documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and of the Transfer Agent of customary representations and such other customary documentation reasonably acceptable to the Company and (which the Company shall promptly deliver to the Transfer Agent in connection therewithAgent), upon the earliest of such time as the Warrant Shares (i) the Shares being subject have been sold or transferred pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.1(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Warrant Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following At the Effective Date or at such time as such legend is no longer required under this Sectiondirection of the Investor, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System Depository Trust Company’s (“DTC”) system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares Securities only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Warrant Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Warrant Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares the Warrant Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two three Business Days of the request of the PurchaserInvestor, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two three Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.7, it will, no later than two three Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 7.7. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System custodian as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date Effective Date of the registration statement Registration Statement covering the resale of the Shares, such registration statement Registration Statement is not then ten effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser Investor acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.7 is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)understanding.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition a sale of Securities by the Shares by a Purchaser pursuant to Buyer in reliance on Rule 144 or pursuant to any other exemption promulgated under the Securities Act such Act, the Buyer shall deliver to the Company a representation letter providing to the Company any information the Company deems reasonably necessary to determine that the purchaser acquires freely tradable shares sale of such Securities is made in compliance with Rule 144 promulgated under the Securities Act, including, as may be appropriate, a certification that the Buyer is not an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company and upon compliance by a certification as to the Purchaser with the requirements length of this Agreement, if requested by the Purchasertime such Securities have been held. Upon receipt of such representation letter, the Company shall cause promptly direct its transfer agent to remove the Transfer Agent to timely remove any notation of a restrictive legends related to legend in the book Buyer’s book-entry account holding such Shares maintained by the Company’s transfer agent, including the legend referred to in Section 5(c), and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from shall bear all costs associated with the Purchaser customary representations and other documentation reasonably acceptable to removal of such legend in the Company in connection therewith. (b) Subject to receipt from Company’s books. At such time as the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject Securities have been sold pursuant to an effective registration statement covering under the resale Securities Act or have been held by the Buyer for more than one year where the Buyer is not, and has not been in the preceding three months, an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the SharesCompany, (ii) such time as if the Shares have been sold pursuant book-entry account of the Buyer still bears the notation of the restrictive legend referred to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”in Section 5(c), the Company shall (A) deliver agrees, upon request of the Buyer or its permitted assignee, to take all steps necessary to promptly effect the Transfer Agent irrevocable instructions that removal of the Transfer Agent shall make a new, unlegended entry for such book entry Shareslegend described in Section 5(c), and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that Company shall bear all costs associated with the removal of such legends legend, regardless of whether the request is made in such circumstances may be effected connection with a sale or otherwise, so long as the Buyer or its permitted assignee provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including (if required by there is no such registration statement) a certification that the Transfer Agent holder is not an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company and a covenant to inform the Company if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such shares have been held. The Company shall cooperate with the Buyer to effect the removal of the legend referred to in accordance with Section 5(c) at any time such irrevocable instructions and legend is, in the other applicable provisions of this AgreementCompany’s sole judgment, no longer appropriate. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, Buyer agrees with the Company (i) that such Purchaser the Buyer will sell any Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) and that if Shares Securities are sold pursuant to a registration statementRegistration Statement, they will be sold in compliance with the plan of distribution set forth therein therein, and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares Securities as set forth in this Section 5(d) is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)understanding.

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall cause its Transfer Agent to issue book entry statements without such legend or any sale, assignment, transfer or other disposition legend to the holder of the Shares applicable Securities upon which it is stamped or issue to such holder by a Purchaser electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or pursuant (ii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon be in compliance by the Purchaser with the requirements current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of this Agreement(A) one year from the Closing Date or (B) Rule 144 becoming available for the resale of Securities, if requested by without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, upon request of a Purchaser, the Company shall cause the Transfer Agent Company Counsel to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver issue to the Transfer Agent irrevocable instructions that the legal opinion referred to in the Irrevocable Transfer Agent shall make a new, unlegended entry for such book entry Shares, and Instructions. Any fees (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after Company Counsel or otherwise) associated with the Effective Date, one issuance of such opinion or more opinions to the effect that the removal of such legends in such circumstances may legend shall be effected under the Securities Act if required borne by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this AgreementCompany. The Company agrees that following the Effective Date or at Following such time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two the number of Trading Days comprising the Standard Settlement Period following the delivery by a Purchaser to the Company or (with notice to the Transfer Agent Company) of a certificate legended book entry statement representing Conversion Shares issued (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) (such Trading Day, the “Legend Removal Date”), deliver or cause to be delivered via DTC to such Purchaser a certificate representing such shares Securities that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Electronic certificates for Conversion Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Purchasers by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days of as soon as reasonably practicable following any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations representations, a customary broker representation letter and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold pursuant to Rule 144, or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), the Company shall shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares Securities and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Class A Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares Securities and make a new, unlegended entry for such book entry Shares Securities sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) . Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of such time as the Securities (i) the Shares being subject have been sold pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, without the “Effective Date”requirement for the Company to comply with the current public information obligations of Rule 144(c)), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry SharesSecurities, and (B) use reasonably best efforts to cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, 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 or book entries evidencing the Investor’s Securities Act if to be replaced with certificates or book entries, as the case may be, which do not bear such restrictive legends, provided the provisions of either clauses (i), (ii) or (iii) above, as applicable, are satisfied with respect to such Securities. Further, the Company shall, at its sole expense: (i) upon a resale registration statement becoming effective, cause the removal of legends pursuant to the effective resale registration statement, and (ii) provide all opinions as may reasonably be required by the Transfer Agent to effect in connection with the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser legends pursuant to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaserpreceding sentences. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceissuances. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares above shall be removed and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove issue a certificate without such legend or any restrictive legends related other legend to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days holder of the request of applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the Purchaserapplicable balance account at DTC, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of if (i) the Shares being subject to an effective registration statement a Registration Statement covering the resale of such Securities by the SharesPurchasers is effective, (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (if the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c) without current information or volume limitations or 144 (any successor provision (Securities meeting any of such earliest date, the criteria being referred to as “Effective DateUnrestricted Securities”), the Company shall (A) deliver . Fees with respect to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that Company Counsel associated with the removal of such legends in such circumstances may legend shall be effected under the Securities Act if required borne by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this AgreementCompany. The Company agrees that following the Effective Date or at Following such time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two five (5) 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 Shares issued such Securities (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1. Shares In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its best efforts to transmit certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with the DTC System as directed by such Purchaserthrough its Deposit Withdrawal Agent Commission (DWAC) system. The Company time periods for delivery and penalties described herein shall apply to the electronic transmittals described herein. Any delivery not effected by electronic transmission shall be responsible for effected by delivery of physical certificates. Each Purchaser agrees that the fees removal of its Transfer Agent and all DTC fees associated with such issuance. (cthe restrictive legend from any certificates representing Securities as set forth in this Section 4.1(c) Each Purchaser, severally and not jointly with above is predicated upon the other Purchasers, agrees with the Company (i) Company’s reliance that such Purchaser will sell any Shares would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) and that if Shares such Securities are sold pursuant to a registration statementRegistration Statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)therein.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)becoming 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 make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Investor that Rule 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, no later than two Trading Days after the Effective Date, 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 Act if required by the Transfer Agent to effect the removal be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the legend in accordance with Warrants shall not bear such irrevocable instructions and restrictive legends provided the other applicable provisions of this Agreementeither clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or the Transfer Agent of a certificate representing Shares is required to cause unlegended certificates to replace previously issued with a restrictive legendlegended certificates, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within five (5) Business Days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to the Investor for liquidated damages in an amount equal to 1.5% of the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements aggregate purchase price of the Securities Act, including any applicable prospectus delivery requirements, evidenced by such certificate(s) for each thirty (30) day period (or an exemption therefrom, portion thereof) beyond such three (ii3) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges Business Day that the removal of the restrictive legend from unlegended certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)have not been so delivered.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition Once a Registration Statement covering the resale of the Common Shares by and the Warrant Shares is declared effective, the Company shall remove all restrictive legends, including the legend set forth in Section 4.1(b) above (or, in the event that Warrant Shares are issued upon exercise after the Registration Statement is declared effective, the Warrant Shares shall be issued without restrictive legends), and the Company shall, upon request of the Purchaser or the Transfer Agent, provide a Purchaser 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 Warrant Shares pursuant to Rule 144 or pursuant to any other applicable exemption under from the registration requirements of the Securities Act Act, or (ii) if such Common Shares or Warrant Shares are eligible for resale under Rule 144(b)(1) or any successor provision (or, in the event that Warrant Shares are issued upon exercise after the purchaser acquires freely tradable shares conditions set forth in clauses (i) and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser(ii) above, the Company Warrant Shares shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of be issued without restrictive legends legends). Without limiting the foregoing, either (1) within two (2) Business Days of the request of the Purchaser, provided that subject to receipt by the Company has received from the Purchaser customary representations and other documentation of an opinion of counsel reasonably acceptable satisfactory to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Sectionthe Securities Act and applicable state securities laws, it willor (2) as contemplated by the Irrevocable Transfer Agent Instructions, no later than two Trading Days following the delivery by a Purchaser to the Company shall promptly cause the legend to be removed from any book-entry statements for any Common Shares or Warrant Shares in accordance with the Transfer Agent terms of a certificate representing Shares issued with a restrictive legendthis Agreement and deliver, deliver or cause to be delivered delivered, to such any Purchaser a certificate new book-entry statements representing such shares the Common Shares or Warrant Shares that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions legends or, at the request of such Purchaser, via DWAC transfer to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the such Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceaccount. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with above shall be removed and the Company shall issue a certificate without such legend or any sale, assignment, transfer or other disposition legend to the holder of the Shares applicable Securities upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the SharesAct, (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (assuming the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, 144(k). The Company shall cause Company Counsel to issue the “legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company's transfer agent on the Effective Date”), the Company shall . Any fees (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such earlier time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Shares issued or Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms and an opinion of counsel to the extent required by Section 4.1(a), (such third Trading Day, the "Legend Removal Date") deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Purchasers by crediting the account of the Purchaser’s 's prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceDTC. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with the removal of any salelegend pursuant to an effective registration statement under the 1933 Act covering the resale of such Shares, assignment, transfer or other disposition the removal of the Shares by a Purchaser any legend pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) . Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of such time as the Shares (i) the Shares being subject have been sold or transferred pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that in the form of Exhibit D attached hereto (the “Irrevocable Transfer Agent shall make a new, unlegended entry for such book entry SharesInstructions”), and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement1933 Act. The Company agrees that following the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement is first declared effective by the SEC (the “Effective Date Date”) or at such time as such legend is no longer required under this Section, it will, no later than two three Trading Days following after such date (such third Trading Day, the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend“Deadline Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares Investor Shares that is are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall shall, unless otherwise directed by an Investor, be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC Depository Trust Company System as directed by such PurchaserInvestor. The Company shall be responsible for the all fees of (with respect to its Transfer Agent and all Agent, counsel, DTC fees or otherwise) associated with such issuance. . The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7.5 (cor instructions that are consistent therewith) Each Purchaserwill be given by the Company to its Transfer Agent in connection with this Agreement, severally and not jointly with that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other PurchasersTransaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 7.5 will cause irreparable harm to an Investor. Accordingly, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal remedy at law for a breach of its obligations under this Section 7.5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the restrictive legend from certificates representing Shares as set forth in provisions of this Section is predicated upon 7.5, that an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the Company’s reliance upon this understanding necessity of showing economic loss and that without any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)bond or other security being required.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant Subject to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance receipt from an Investor by the Purchaser with Company and the requirements transfer agent for the Class A Common Stock (the “Transfer Agent”) of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (bwhich shall not include a legal opinion unless such Investor is using an exemption from registration other than Rule 144) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144144 or any other exemption under the 1933 Act, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall, in accordance with the provisions of this Section 6.2, and in the case of a removal following the occurrence of (i) above regardless of whether the Lock-Up Period (as defined in the Lock-Up Agreement) shall have expired, and promptly after any request therefor, and in any event no later than one (1) Trading Day thereafter, from such Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book book-entry Sharesor certificated shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Any Shares subject to legend removal hereunder shall under this Section 6.1 may be transmitted by the Transfer Agent to the Purchaser an Investor by crediting the account of the Purchasersuch Investor’s prime broker with the DTC System system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser. Notwithstanding anything herein to the contrary, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell shall not require a legal opinion or any other documentation for an Investor to distribute the Shares pursuant in kind to either the registration requirements of the Securities Actits direct or indirect members, including any applicable prospectus delivery requirements, partners or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)stockholders.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Certificates evidencing the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Conversion Shares and make a new, unlegended entry for such book entry Warrant Shares sold or disposed of without restrictive legends within two Business Days of shall not contain any legend (including the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company legend set forth in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of Section 6.2 hereof): (i) the Shares being subject to an effective while a registration statement (including the Registration Statement) covering the resale of such security is effective under the SharesSecurities Act, or (ii) following any sale of such time Conversion Shares or Warrant Shares, as the Shares have been sold case may be, pursuant to Rule 144, or (iii) if such time Conversion Shares or Warrant Shares, as the Shares case may be, are eligible for resale sale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”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 Commission). The Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver issue a legal opinion to the Transfer Agent, no later than two Trading Days Company’s transfer agent promptly after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act Date if required by the Transfer Agent Company’s transfer agent to effect the removal of the legend in accordance with hereunder. If all or any portion of the Shares or the Warrants are converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or Warrant Shares, as the case may be, or if such irrevocable instructions and Conversion Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the other applicable provisions Securities Act (including judicial interpretations thereof) then such Conversion Shares or Warrant Shares, as the case may be, shall be issued free of this Agreementall legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 6.3, it will, no later than two Trading five Business Days following the delivery by a Purchaser to the Company or the Transfer Agent Company’s transfer agent of a certificate representing Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legendlegend (such fifth Business Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Transfer Agent Company that enlarge the restrictions on transfer set forth in this Section. Shares If available, certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent transfer agent of the Company to the Purchaser Purchasers by crediting the account of the Purchaser’s prime broker with the DTC System as directed by Depository Trust Company System. (b) In addition to such Purchaser. The ’s other available remedies, the Company shall be responsible pay to a Purchaser, in cash, as partial damages and not as a penalty, for each $1,000 USD of Conversion Shares or Warrant Shares, as the case may be, (based on the Value Weighted Average Price (“VWAP”) of the Common Shares on the date such Conversion Shares or Warrant Shares are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to Section 6.3(c), $15 USD per Business Day (increasing to $30 USD per Business Day five (5) Business Days after such damages have begun to accrue) for each Business Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the fees Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of its Transfer Agent and all DTC fees associated with such issuancespecific performance and/or injunctive relief. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with that the Company (i) removal of the restrictive legend from certificates representing Securities as set forth in this Section 6 is predicated upon the Company’s reliance that such the Purchaser will sell any Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, within twenty (ii20) that if Shares are sold pursuant to a registration statement, they will be sold in compliance with Business Days of receipt of such Securities. (d) Until the plan of distribution set forth therein and (iii) that if, after the effective date one year anniversary of the registration statement covering Effective Date, the resale Company shall not undertake a reverse or forward stock split or reclassification of the Shares, such registration statement is not then effective and Common Shares without the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements prior written consent of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will Majority Purchasers, which consent shall not be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)unreasonably withheld.

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchaser, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to issue replacement certificates representing the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares Securities sold or disposed of without restrictive legends within two Business Days of legends. Upon the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold becoming freely tradable by a non-affiliate pursuant to Rule 144, or (iii) such time as then, upon the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)request of an Investor, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, and together with either (B1) cause its counsel to deliver a customary representation by the Investor that Rule 144 applies to the Transfer Agent, no later than two Trading Days after the Effective Date, one shares of Common Stock represented thereby or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required (2) a statement by the Transfer Agent to effect Investor that such Investor has sold the removal shares of the legend Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement. From and after the earlier of such irrevocable instructions dates, upon an Investor’s written request, the Company shall, if permitted by applicable law, promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the other applicable Warrants shall not bear such restrictive legends provided the provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company either clause (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, clause (ii) that if Shares above, as applicable, are sold pursuant to a registration statement, they will be sold in compliance satisfied with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice respect to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Warrant Shares.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchasersuch Investor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser such Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser an Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Securities issued to such Investor hereunder (i) have been registered under the Shares being subject 1933 Act pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from such Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended book entry for such book entry SharesSecurities, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares Any Securities subject to legend removal hereunder shall under this Section 7.2 may be transmitted by the Transfer Agent to the Purchaser such Investor by crediting the account of the Purchasersuch Investor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), becoming 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 make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Investor that Rule 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, no later than two Trading Days after the Effective Date, 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 Act if to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required by to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the Transfer Agent does not deliver the unlegended certificate to effect a nationally recognized overnight courier service (the removal "Courier Service") for next day delivery within two (2) Business Days of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees submission by that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent Investor of a legended certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (2) prior to the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted time such unlegended certificate is received by the Transfer Agent Investor (other than as a result of a delay in delivery by the Courier Service), the Investor, or any third party on behalf of such Investor or for the Investor's 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 Purchaser or on behalf of a third party) the amount by crediting which the account total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserInvestor as a result of the sale to which such Buy-In relates. The Company Investor shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such Purchaser will sell any Shares pursuant written notice indicating the amounts payable to either the registration requirements Investor in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. Upon the earlier of (ai) In connection with any sale, assignment, transfer the sale or other disposition of the Shares any Notes by a Purchaser Holder pursuant to Rule 144 under the Securities Act (“Rule 144”) or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold securities or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) any Notes of such time as the Shares have been Holder becoming eligible to be sold without restriction pursuant to Rule 144, upon the written request of such Holder, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement Notes. From and after the earlier of such dates, upon a Holder’s written request, the Company shall promptly cause such Holder’s Notes to be replaced with Notes which do not bear such restrictive legends, and the Conversion Shares subsequently issued upon due conversion of the Notes shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. In addition, upon the earlier of (i) registration of the Conversion Shares for resale pursuant to the Registration Rights Agreement or (iiiii) such time as the Conversion Shares are becoming eligible for resale under to be sold without restriction pursuant to Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Holder that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this AgreementAct. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company is required to cause an unlegended Note or certificate to replace a previously issued legended Note or certificate, if: (1) the Transfer Agent unlegended Note certificate is not delivered to a Holder within three (3) Business Days of submission by that Holder of a legended Note or certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (2) prior to the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted time such unlegended certificate is received by the Transfer Agent Holder after such three (3) Business Day period, the Holder, or any third party on behalf of such Holder or for the Holder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser Investor (for costs incurred either directly by crediting such Holder or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserHolder as a result of the sale to which such Buy-In relates. The Company Holder shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such Purchaser will sell any Shares pursuant written notice together with a reasonably detailed summary indicating the amounts payable to either the registration requirements Investor in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days one (1) business day of the any such request of the 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. (b) . The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.9(b) and within one (1) business day of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.9 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares and Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause use its reasonable best efforts to request that the transfer agent for the Common Stock (the “Transfer Agent to timely Agent”) remove any restrictive legends related to the book entry account holding such Shares and Warrant Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business three (3) Trading Days of receipt of such request US_ACTIVE\122682223\V-9 from the request of Investor (such date, the Purchaser, “Legend Removal Date”); provided that the Company has received from customary representations and other documentation reasonably acceptable to the Purchaser Company in connection therewith not later than 5:00 p.m. Eastern Time on the date of such request. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares and Warrant Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, 144 or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, without the “Effective Date”current public information requirement under Rule 144(c), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser1933 Act. The Company shall be responsible for the fees of its Transfer Agent and all DTC the Depository Trust Company fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), becoming 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 make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Investor that Rule 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, no later than two Trading Days after the Effective Date, 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 Act if to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares, as applicable. When the Company is required to cause unlegended certificates that replace previously issued legended certificates to be prepared by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser delivered to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legendholders thereof, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within five (5) Business Days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to the Investor for liquidated damages in an amount equal to 1.5% of the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements aggregate purchase price of the Securities Act, including any applicable prospectus delivery requirements, evidenced by such certificate(s) for each thirty (30) day period (or an exemption therefrom, portion thereof) beyond such five (ii5) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges Business Day that the removal of the restrictive legend from unlegended certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)have not been so delivered.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchasersuch Investor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser such Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser an Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Securities issued to such Investor hereunder (i) the Shares being subject have been sold pursuant to an effective registration statement covering the resale of the Shares, or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from such Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended book entry for such book entry SharesSecurities, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares Any Securities subject to legend removal hereunder shall under this Section 7.2 may be transmitted by the Transfer Agent to the Purchaser such Investor by crediting the account of the Purchasersuch Investor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its legal counsel, the Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, Conversion Shares for sale pursuant to Section 3.3 or (ii) such time as the Shares have been sold pursuant Rule 144(k) becoming available with respect to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)an Investor’s Conversion Shares, the Company shall shall, (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by such Investor that Rule 144(k) of the Securities Act applies to the shares of Common Stock represented thereby or (2) the Certificate of Subsequent Sale in substantially the form of Exhibit J hereto, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by Act. From and after the Transfer Agent earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing such Investor’s securities to effect the removal be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon conversion of the legend in accordance with Shares or the due exercise of the Warrants shall not bear such irrevocable instructions and the other applicable provisions of this Agreementrestrictive legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or the Transfer Agent of a certificate representing Shares is required to cause unlegended certificates to replace previously issued with a restrictive legendlegended certificates, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within three (3) business days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to such Investor for a penalty equal to 1% of the fees aggregate purchase price of its Transfer Agent and all DTC fees associated with the Conversion Shares evidenced by such issuance. certificate(s) for each thirty (c30) Each Purchaser, severally and day period (or portion thereof) beyond such three (3) business day period that the unlegended certificates have not jointly with been so delivered; provided that in no event shall the other Purchasers, agrees with the Company (i) that aggregate amount of cash to be paid to such Purchaser will sell any Shares Investor pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)3.7 exceed 9% of such aggregate purchase price.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Shares (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the PurchaserInvestor, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective DateDate (or, if pursuant to (i) above, concurrently with the effectiveness of such registration statement), one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 7.7. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement Registration Statement covering the resale of the Shares, such registration statement Registration Statement is not then effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser Investor acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 7.7 is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b7.7(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends as soon as reasonably practicable, and in any event within two (2) Business Days of Days, following any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision provision), or (iv) no legend is required pursuant to Section 4.10, the Company shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable, and in any event within two (2) Business Days (such earliest date, the “Effective Legend Removal Date”), the Company shall following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or and (C) cause to be delivered to the applicable investor a certificate or evidence of book entry position representing such Purchaser shares or Warrant Shares, as applicable, that is free from all restrictive legends. (c) In addition to such Investor’s other available remedies, the Company shall pay to an Investor, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the VWAP of the Common Stock on the date such securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to this Section 5.5, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until such certificate (or evidence of book entry position) is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to an Investor by the Legend Removal Date a certificate representing the securities so delivered to the Company by such shares Investor that is free from all restrictive and other legends. The legends and (b) if after the Legend Removal Date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the Shares or Warrant Shares, as applicable, which the Investor anticipated receiving upon such legend removal or exercise, then the Company may not make any notation on its records or give instructions shall (A) pay in cash to the Transfer Agent Investor the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares or unlegended Shares that enlarge the restrictions on transfer set forth in this Section. Shares subject Company was required to legend removal hereunder shall be transmitted by the Transfer Agent deliver to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment Investor in connection with the opinion(sexercise or legend removal at issue times (2) described in Section 4.1(b)the price at which the sell order giving rise to such purchase obligation was executed.

Removal of Legends. (aThe legend set forth in Section 4(h) In connection with above shall be removed and the Company shall issue a Certificate without such legend or any sale, assignment, transfer or other disposition legend to the holder of the applicable Shares or Warrant Shares upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Shares and Warrant Shares are registered for resale under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement(provided that, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related a Purchaser is selling pursuant to the book entry account holding Registration Statement, such Purchaser agrees to only sell such Shares and make a new, unlegended entry for Warrant Shares during such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided time that the Company has received from the Purchaser customary representations Registration Statement is effective and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser not withdrawn or suspended, and only as permitted by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the SharesRegistration Statement), (ii) such time as the Shares have been and Warrant Shares are sold or transferred pursuant to Rule 144, or (iii) such time as the Shares and Warrant Shares are eligible for resale sale under Rule 144(c144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Registration Statement Effectiveness or (ii) Rule 144 becoming available for the resale of Shares and Warrant Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or volume limitations or any successor provision (such earliest date, the “Effective Date”)manner-of-sale restrictions, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry for such book entry Shares, Certificate representing the applicable Shares and Warrant Shares without legend. Any fees (B) cause its counsel to deliver with respect to the Transfer Agent, no later than two Trading Days after the Effective Date, one Agent or more opinions to the effect that otherwise) associated with the removal of such legends in such circumstances may legend shall be effected under the Securities Act if required borne by the Transfer Agent to effect Company. Following the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date Registration Statement Effectiveness, or at such earlier time as such a legend is no longer required under this Sectionfor certain Shares and Warrant Shares (in which case a Purchaser shall also be required to provide reasonable assurances, it willin the form of seller and, if applicable, broker representation letters), the Company will no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a certificate legended Certificate representing Shares issued and Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, or otherwise in form necessary to effect the reissuance and/or transfer) or (ii) an opinion of counsel to the extent required by Section 4(g), deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, evidence of a certificate Certificate representing such shares Shares and Warrant Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 5(m) other than to comply with applicable law. Certificates for Shares and Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the a Purchaser by crediting the account of the such Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible “Trading Day” means any day on which the Common Stock is traded on the Nasdaq Stock Market, or, if the Nasdaq Stock Market is not the principal trading market for the fees of its Transfer Agent and all DTC fees associated with Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded (a “Trading Market”); provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell exchange or market for less than 4.5 hours or any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges day that the removal Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon closing time of trading on such exchange or market, then during the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(bhour ending at 4:00 p.m., New York time).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two as soon as reasonably practicable and no later than three Business Days of following any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject Once a registration statement covering the resale of the Shares and Warrant Shares is declared effective, the Company shall remove, and cause its Transfer Agent to remove the restrictive legend (but not any applicable affiliate legend) set forth in Section 4.10 above from the Shares and Warrant Shares (or, in the event that Warrant Shares are issued upon exercise, as applicable, after the Registration Statement is declared effective, the Warrant Shares shall be issued without the restrictive legend set forth in Section 4.10 above, though the Warrant Shares will retain any applicable affiliate legend). In addition, subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Warrant Shares (i) have been sold pursuant to Rule 144, or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), the Company shall shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable and no later than three Business Days following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of the 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. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.8(b) and within two (2) business days of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions (including blanket opinions) to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.8 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System Fast Automated Securities Transfer (FAST) Program as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book book-entry account holding such Shares and make a new, unlegended entry for such book book-entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.6(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book book-entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.6, it will, no later than within two Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares and Pre-Funded Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause use its reasonable best efforts to request that the transfer agent for the Common Stock (the “Transfer Agent to timely Agent”) remove any restrictive legends related to the book entry account holding such Shares and Pre-Funded Warrant Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of receipt of such request from the request of Investor (such date, the Purchaser, “Legend Removal Date”); provided that the Company has received from customary representations and other documentation reasonably acceptable to the Purchaser Company in connection therewith not later than 5:00 p.m. Eastern Time on the date of such request. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares and Pre-Funded Warrant Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, 144 or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, without the “Effective Date”current public information requirement under Rule 144(c), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel (at the Company’s expense) to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act. The Company shall be responsible for the fees of its Transfer Agent and all the Depository Trust Company fees associated with such issuance. (b) If the Company shall fail for any reason or for no reason to issue Shares or Pre-Funded Warrant Shares to an Investor that are free from all restrictive legends by the Legend Removal Date when all requirements of Section 8.2(a) have been met, then, in addition to all other remedies available to such Investor, if, on or after the Trading Day immediately following such two (2) Trading Day period, such Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale of Shares or Pre-Funded Warrant Shares that such Investor anticipated receiving from the Company without any restrictive legend, then the Company shall, within two (2) Trading Days after such Investor’s request, pay in cash to such Investor the amount by which (x) such Investor’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Shares or Pre-Funded Warrant Shares that such Investor was entitled to receive without any restrictive legend, multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions). The Investor shall provide the Company prompt written notice of any such request and all evidence reasonably requested by the Company. (c) Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares and/or Pre-Funded Warrant Shares (i) have been registered for resale under the 1933 Act pursuant to an effective registration statement, (ii) have been sold or transferred pursuant to an effective registration statement, (iii) have been sold pursuant to Rule 144, or (iv) are eligible for resale under Rule 144(b)(1) or any successor provision, the Company shall, in accordance with the provisions of this Section 8.2(c) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares and/or Pre-Funded Warrant Shares, and (B) use reasonable efforts to cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. and/or Pre-Funded Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System Depository Trust Company’s (“DTC”) system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) . Each Purchaser, severally and not jointly with the other Purchasers, Investor agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares and Pre-Funded Warrant Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser will Investor shall sell shares Shares and Pre-Funded Warrant Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares or the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause use its reasonable best efforts to request that the transfer agent for the Common Stock (the “Transfer Agent to timely Agent”) remove any restrictive legends related to the book entry account holding such Shares or Warrant Shares and make a new, unlegended entry for such book entry Shares or Warrant Shares sold or disposed of without restrictive legends within two Business Trading Days of receipt of such request from the request of Investor (such date, the Purchaser, “Legend Removal Date”) provided that the Company has received from customary representations and other documentation reasonably acceptable to the Purchaser Company in connection therewith not later than 5:00 p.m. Eastern Time on the date of such request. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares and Warrant Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, 144 or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, without the “Effective Date”current public information requirement under Rule 144(c), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares or Warrant Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser1933 Act. The Company shall be responsible for the fees of its Transfer Agent and all DTC the Depository Trust Company fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.5(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.5, it will, no later than within two Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of the customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith that is referred to above, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and to make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without the requirement for the Company to be in compliance with the current public information or volume limitations requirements under Rule 144(c)(1) (or any successor provision (such earliest date, the “Effective Date”provision), the Company shall shall, in accordance with the provisions of this Section 7.1(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a the Purchaser pursuant to an effective registration statement or pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser Purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of therefor from the Purchaser, provided that the Company has timely received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and its counsel and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 5.9(b) and within three (3) business days of any request therefor from the 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions (including blanket opinions) to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.9 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System Fast Automated Securities Transfer (FAST) Program as directed by such the Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.3(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7.3 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book certificates or book-entry account holding such Shares Shares, as applicable, and issue an unlegended certificate or make a new, unlegended entry for such book book-entry Shares Shares, as applicable, sold or disposed of without restrictive legends within two three (3) Business Days of the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall issue a new, unlegended certificate or make a new, unlegended entry for such book entry Shares, as applicable, and (B) cause its counsel to deliver to the Transfer Agent, no later than two three (3) Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.4, it will, no later than two three (3) Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 7.4. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares securities and upon compliance by the such Purchaser with the requirements of this Agreement, if requested by the such Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, together with either (1) a customary representation by the Purchaser that Rule 144 applies to the Shares represented thereby or (2) a statement by the Purchaser that such Purchaser has sold the Shares represented thereby in accordance with the plan of distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.3, it will, no later than two Trading Days following upon a Purchaser’s written request and compliance with the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legendimmediately preceding sentence, deliver or cause to be delivered to such Purchaser Purchaser, a certificate representing that such shares that is Shares are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System custodian as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Conversion Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the a purchaser acquires freely tradable shares Shares or Conversion Shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares or Conversion Shares, as applicable, and make a new, unlegended entry for such book entry Shares or Conversion Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith, including, if requested by the Company or its Transfer Agent, an opinion of counsel to that effect. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares and Conversion Shares being subject to an effective registration statement covering the resale of the Shares and Conversion Shares, (ii) such time as the Shares and Conversion Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares and Conversion Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares or Conversion Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Conversion Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares or Conversion Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares and Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares or Conversion Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares or Conversion Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act; provided that in the event of any conflict between this Section 4.1(c) and the Registration Rights Agreement, the terms of the Registration Rights Agreement shall control. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares or Conversion Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Warrant Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and such other customary documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and of the Transfer Agent of customary representations and such other customary documentation reasonably acceptable to the Company and (which the Company shall promptly deliver to the Transfer Agent in connection therewithAgent), upon the earliest of such time as the Warrant Shares (i) the Shares being subject have been sold or transferred pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.1(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Warrant Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following At the Effective Date or at such time as such legend is no longer required under this Sectiondirection of the Investor, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System Depository Trust Company’s (“DTC”) system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares Securities only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Warrant Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Warrant Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares the Warrant Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, Conversion Shares for sale pursuant to Section 3.3 or (ii) such time as the Shares have been sold pursuant Rule 144(k) becoming available with respect to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)an Investor’s Conversion Shares, the Company shall shall, (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent Agent”) irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by such Investor that Rule 144(k) of the Securities Act applies to the shares of Common Stock represented thereby or (2) the Certificate of Subsequent Sale in substantially the form of Exhibit G hereto, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by Act. From and after the Transfer Agent earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing such Investor’s securities to effect the removal be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon conversion of the legend in accordance with Shares or the due exercise of the Warrants shall not bear such irrevocable instructions and the other applicable provisions of this Agreementrestrictive legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or the Transfer Agent of a certificate representing Shares is required to cause unlegended certificates to replace previously issued with a restrictive legendlegended certificates, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within three (3) business days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to such Investor for a penalty equal to 1% of the fees aggregate purchase price of its Transfer Agent and all DTC fees associated with the Conversion Shares evidenced by such issuance. certificate(s) for each thirty (c30) Each Purchaser, severally and day period (or portion thereof) beyond such three (3) business day period that the unlegended certificates have not jointly with been so delivered; provided that in no event shall the other Purchasers, agrees with the Company (i) that aggregate amount of cash to be paid to such Purchaser will sell any Shares Investor pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)3.7 exceed 9% of such aggregate purchase price.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) . Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Legend Removal Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Legend Removal Effective Date or at such time as such legend is no longer required under this Sectionrequired, it will, no later than within two (2) Trading Days following the delivery of receipt from an Investor by a Purchaser to the Company or and the Transfer Agent of a certificate representing Shares issued with a restrictive legendcustomary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser Investor a certificate confirmation of book entry representing such shares Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser an Investor by crediting the account of the Purchasersuch Investor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (b) In addition to an Investor’s other available remedies, if the Company fails to (i) issue and deliver (or cause to be delivered) to an Investor by the Trading Day that is five (5) Trading Days after the Legend Removal Date the Shares purchased by such Investor pursuant to Section 7(a) and (ii) if after the Legend Removal Date, such Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of an actual sale by such Investor of all or any portion of the Shares as to which such Investor anticipated receiving from the Company pursuant to Section 7(a), then the Company shall pay such Investor, in cash, an amount equal to the excess, if any, of such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased over the product of (i) a commensurate number of Shares as to which the Company was required to deliver to such Investor by the Legend Removal Date pursuant to Section 7(a) multiplied by (ii) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the Legend Removal Date and ending on the date of delivery of such Shares by Company to Investor pursuant to Section 7(a). (c) Each PurchaserInvestor, severally and not jointly with the other Purchasersjointly, agrees with the Company that it will sell Shares only (i) that such Purchaser will sell any Shares pursuant to either the an effective registration requirements of the Securities Act, including any applicable prospectus delivery requirements, statement or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)0000 Xxx.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Upon the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Registration Rights Agreement or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii144(k) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), becoming available the Company shall (A) deliver to the transfer agent for the Ordinary Shares (the "Transfer Agent Agent") irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing Ordinary Shares without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Ordinary Shares, together with either (1) a customary representation by the Investor that Rule 144(k) applies to the Ordinary Shares represented thereby or (2) a statement by the Investor that such Investor has sold the Ordinary Shares represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, 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 Act if required by the Transfer Agent to effect the removal be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the legend in accordance with Warrants shall not bear such irrevocable instructions and restrictive legends provided the other applicable provisions of this Agreementeither clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company or the Transfer Agent of a certificate representing Shares is required to cause unlegended certificates to replace previously issued with a restrictive legendlegended certificates, deliver or cause to be if unlegended certificates are not delivered to such Purchaser a certificate representing such shares an Investor within three (3) Business Days of submission by that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions Investor of legended certificate(s) to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent as provided above (or to the Purchaser by crediting Company, in the account case of the Purchaser’s prime broker with Warrants), the DTC System as directed by such Purchaser. The Company shall be responsible liable to the Investor for liquidated damages in an amount equal to 1.5% of the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements aggregate purchase price of the Securities Act, including any applicable prospectus delivery requirements, evidenced by such certificate(s) for each thirty (30) day period (or an exemption therefrom, portion thereof) beyond such three (ii3) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges Business Day that the removal of the restrictive legend from unlegended certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)have not been so delivered.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Warrant Shares (i) have been registered under the Shares being subject 1933 Act pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7.2 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Warrant Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and such other customary documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and of the Transfer Agent of customary representations and such other customary documentation reasonably acceptable to the Company and (which the Company shall promptly deliver to the Transfer Agent in connection therewithAgent), upon the earliest of such time as the Warrant Shares (i) the Shares being subject have been sold or transferred pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.1(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Warrant Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following At the Effective Date or at such time as such legend is no longer required under this Sectiondirection of the Investor, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Warrant Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s 14 prime broker with the DTC System Depository Trust Company’s (“DTC”) system as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares Securities only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Warrant Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Warrant Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares the Warrant Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (aThe legend set forth in Section 4.1(b) In connection with any sale, assignment, transfer or other disposition above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares Securities upon which it is stamped or issue to such holder by a Purchaser pursuant to Rule 144 or pursuant to any other exemption 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 such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the SharesAct, (ii) such time as the Shares have been Securities are sold or transferred pursuant to Rule 144144 (assuming the transferor is not an Affiliate of the Company), or (iii) such time as the Shares Securities are eligible for resale sale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”144(k), the . The Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Any fees (with respect to the Transfer Agent, no later than two Trading Days after counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. If any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144(k), then such Warrant Shares shall be issued free of all legends. Following the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such earlier time as such a legend is no longer required under this Sectionfor certain Securities, it will, the Company will no later than two three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Shares issued or Warrant Shares (endorsed or with a restrictive legendstock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such shares Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. Upon the earlier of (ai) In connection with any sale, assignment, transfer the sale or other disposition of the Shares any Notes by a Purchaser Holder pursuant to Rule 144 under the Securities Act (“Rule 144”) or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold securities or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) any Notes of such time as the Shares have been Holder becoming eligible to be sold without restriction pursuant to Rule 144, upon the written request of such Holder, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement Notes. From and after the earlier of such dates, upon a Holder’s written request, the Company shall promptly cause such Holder’s Notes to be replaced with Notes which do not bear such restrictive legends, and the Conversion Shares subsequently issued upon due conversion of the Notes shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. In addition, upon the earlier of (i) registration of the Conversion Shares for resale pursuant to the Registration Rights Agreement or (iiiii) such time as the Conversion Shares are becoming eligible for resale under to be sold without restriction pursuant to Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, together with either (1) a customary representation by the Holder that Rule 144 applies to the shares of Common Stock represented thereby or (2) a statement by the Holder that such Holder has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this AgreementAct. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to When the Company is required to cause an unlegended Note or certificate to replace a previously issued legended Note or certificate, if: (1) the Transfer Agent unlegended Note certificate is not delivered to a Holder within three (3) Business Days of submission by that Holder of a legended Note or certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions supporting documentation to the Transfer Agent that enlarge as provided above and (2) prior to the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted time such unlegended certificate is received by the Transfer Agent Holder after such three (3) Business Day period, the Holder , or any third party on behalf of such Holder or for the Holder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser Investor (for costs incurred either directly by crediting such Holder or on behalf of a third party) the account amount by which the total purchase price paid for Common Stock as a result of the Purchaser’s prime broker with Buy-In (including brokerage commissions, if any) exceeds the DTC System as directed proceeds received by such PurchaserHolder as a result of the sale to which such Buy-In relates. The Company Holder shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with provide the Company (i) that such Purchaser will sell any Shares pursuant written notice together with a reasonably detailed summary indicating the amounts payable to either the registration requirements Investor in respect of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)Buy-In.

Removal of Legends. (a) In connection with any sale, assignment, transfer sale or other disposition of the Shares Securities by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the Purchaser, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent to timely remove any restrictive legends related to Agent”) to, issue replacement certificates representing the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares Securities sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided legends. Provided that the Company Lockup Period (as defined in the Investors’ Rights Agreement) has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewithexpired, upon the earliest earlier of (i) registration for resale pursuant to the Shares being subject to an effective registration statement covering the resale of the Shares, Investors’ Rights Agreement or (ii) such time as the Shares have been sold becoming freely tradable by a non-affiliate pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make reissue a new, unlegended entry certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such book entry Sharesshares, 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, no later than two Trading Days after the Effective Date, Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by Act. From and after the Transfer Agent earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to effect the removal be replaced with certificates which do not bear such restrictive legends, and Conversion Shares subsequently issued upon due conversion of the legend in accordance with Preferred Shares and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such irrevocable instructions and restrictive legends provided the other applicable provisions of this Agreementeither clause (i) or clause (ii) above, as applicable, are satisfied with respect thereto. The Company agrees Certificates for Common Stock that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares are subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser an Investor by crediting the applicable balance account of at the Purchaser’s prime broker with the DTC System Depository Trust Company, as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceInvestor. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares or Warrant Shares (i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 7 may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the The book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive notations evidencing the Stock Consideration shall not be required to contain the legends within two Business Days of set forth in paragraph 3 above after the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of Lock-up Expiration Date (i) the Shares being subject following any sale of such securities pursuant to an effective registration statement covering the resale of the Sharessuch securities, (ii) following any sale of such time as the Shares have been sold securities pursuant to Rule 144144 by a Regulation D Investor, or (iii) following the expiration of the distribution compliance period (as defined in Rule 902(f)), with respect to any securities held by a Regulation S Investor or any permitted transferee thereof, (iv) if after one year from the Completion Date if such time as the Shares securities are eligible for resale to be sold, assigned or transferred under Rule 144(c144(b)(1) without current information by a Regulation D Investor, (v) in connection with a sale, assignment or volume limitations or any successor provision other transfer (such earliest date, the “Effective Date”other than under Rule 144), provided that such holder provides the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make Guarantor with a new, unlegended entry for such book entry Shares, and (B) cause its reasonably acceptable opinion of counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that such sale, assignment or transfer of the removal of such legends in such circumstances securities may be effected made without restrictive legends and thereafter made without registration under the Securities Act if required by the Transfer Agent to effect the removal applicable requirements of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date 1933 Act, or at such time as (vi) if such legend is no longer not required under this Sectionapplicable requirements of the 1933 Act (including, it willwithout limitation, controlling judicial interpretations and pronouncements issued by the SEC, provided that the holder provides the Guarantor with a reasonably acceptable opinion of counsel to such effect) and upon any such event, the Guarantor, at its expense, shall no later than two Trading three (3) Business Days following both such event and the delivery by a Purchaser holder to the Company Guarantor or the Transfer Agent of a certificate representing Shares issued transfer agent with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions notice to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall Guarantor of any deliveries from such holder as may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System required above, as directed by such Purchaserholder, shall cause its transfer agent to remove such legends from such book entry notations. The Company shall be responsible for SCHEDULE 17 THIS DEED is made on [●] August 2015 by the fees person whose contact details appear in Schedule 1 of its Transfer Agent and all DTC fees associated with such issuance. this Deed (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b“New Seller”).;

Removal of Legends. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon the earlier of such time as the Shares (a) In connection with any salehave been sold or transferred pursuant to an effective registration statement, assignment, transfer or other disposition of (b) such time as the Shares by a Purchaser have been sold pursuant to Rule 144 144, or pursuant to (c) are eligible for resale under Rule 144(b)(1) or any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchasersuccessor provision, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaserlegends, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewithincluding, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Sharesif necessary, (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause causing its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section1933 Act. Shares subject to legend removal hereunder shall shall, unless otherwise directed by an Investor, be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC Depository Trust Company System (DTC) as directed by such PurchaserInvestor. The Company shall be responsible for the all fees of (with respect to its Transfer Agent and all Agent, counsel, DTC fees or otherwise) associated with such issuance. (c) Each Purchaser. The Company acknowledges that a breach by it of its obligations under this Section 7.3 will cause irreparable harm to an Investor. Accordingly, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal remedy at law for a breach of its obligations under this Section 7.3 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the restrictive legend from certificates representing Shares as set forth in provisions of this Section is predicated upon 7.3, that an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the Company’s reliance upon this understanding necessity of showing economic loss and that without any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)bond or other security being required.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares Private Placement ADSs by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares ADSs and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the Transfer Agent Depositary to timely remove any restrictive legends related to the book entry account holding such Shares ADSs and make a new, unlegended entry for such book entry Shares ADSs sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has and the Depositary have timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company and the Depositary in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent Depositary of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent Depositary in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares Private Placement ADSs (i) have been sold pursuant to Rule 144, 144 or (iiiii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall shall, in accordance with the provisions of this Section 7.6(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent Depositary irrevocable instructions that the Transfer Agent Depositary shall make a new, unlegended entry for such book entry SharesADSs, 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, no later than two Trading Days after the Effective Date, Depositary one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent Depositary to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares ADSs subject to legend removal hereunder shall may be transmitted by the Transfer Agent Depositary to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent the Depositary for which it is responsible in accordance with the Deposit Agreement and the Letter Agreement and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Private Placement ADSs or any ADSs issued upon deposit of the Redesignated Shares (the “Redesignated ADSs”) pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares the Private Placement ADSs or any Redesignated ADSs are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the SharesPrivate Placement ADSs or Redesignated ADSs, such registration statement is not then effective and the Company has provided written notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares such Investor’s Private Placement ADSs or Redesignated ADSs only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that 1933 Act during the removal of the restrictive legend from certificates representing Shares as set forth in this Section period such registration statement is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)not effective.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of Certificates evidencing the Shares by and Common Warrant Shares shall not contain any legend (including the legend set forth in this Agreement), (i) while a Purchaser registration statement (including the registration statement required to be filed pursuant to the Registration Rights Agreement) covering the resale of such security is effective under the 1933 Act, (ii) following any sale of such Shares or Common Warrant Shares pursuant to Rule 144 144, (iii) if such Shares or pursuant to any other exemption Common Warrant Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities 1933 Act such that the purchaser acquires freely tradable shares (including judicial interpretations and upon compliance pronouncements issued by the Purchaser with staff of the requirements of this Agreement, if requested by the Purchaser, the SEC). The Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares Securities and make a new, unlegended entry for such book entry Shares Securities sold or disposed of without restrictive legends within two three Business Days of the request of the PurchaserInvestor, provided that the Company has received from customary representations and other documentation reasonably acceptable to the Purchaser Company in connection therewith (such date, the “Legend Removal Date”). Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest earlier of such time as the Securities (i) the Shares being subject have been sold or transferred pursuant to an effective registration statement covering the resale of the Sharesstatement, (ii) such time as the Shares Securities have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”)provision, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry SharesSecurities, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser1933 Act. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (cb) Each PurchaserIn addition to such Investor’s other available remedies, severally the Company shall pay to an Investor, in cash, as partial liquidated damages and not jointly with as a penalty, for each $1,000 of Common Warrant Shares (based on the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements VWAP of the Common Stock on the date such Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (iiare submitted to the Transfer Agent) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the delivered for removal of the restrictive legend from certificates representing Shares as set forth in this and subject to Section 4.1(c), $10 per trading day (increasing to $20 per trading day five (5) trading days after such damages have begun to accrue) for each trading day after the Legend Removal Date until such certificate is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b)delivered without a legend.

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business (2) Trading Days of any such request therefor from the request of the PurchaserInvestor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 7.5(b) and within two (2) Trading Days of any request therefor from the Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.5, it will, no later than within two Trading Days following of the delivery by a Purchaser the Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of the customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith that is referred to above, deliver or cause to be delivered to such Purchaser the Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, The Investor agrees with the Company (i) that such Purchaser the Investor will sell any Shares pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser the Investor to that effect, such Purchaser the Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the PurchaserPurchaser by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days (2) business days of the any such request of the therefor from such Purchaser, provided that the Company has timely received from the Purchaser customary representations and other customary documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC and other fees associated with such legend removal. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision or (iv) if at any time on or after the date hereof such earliest datePurchaser certifies that it is not an “affiliate” of the Company (as such term is used under Rule 144) and that such Purchaser’s holding period for purposes of Rule 144 is at least six (6) months, the “Effective Date”)then, in each such case, the Company shall shall, in accordance with the provisions of this Section 5.9(b) and within two (2) business days of 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 make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such Any shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall under this Section 5.9 may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent Agent, its legal counsel and all DTC and other fees associated with such legend removal and issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) the Shares being are subject to an effective registration statement covering wherein the resale of the SharesInvestor is named as a selling shareholder, (ii) such time as the Shares have been sold or transferred pursuant to an effective registration statement, (iii) have been sold pursuant to Rule 144, or (iiiiv) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall promptly, in accordance with the provisions of this Section 7.4(b) and, in any event within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above (including, in the case of an delegending request pursuant to clause (i) of this sentence, an acknowledgement letter as to the Investor’s continued obligations under the 1933 Act), (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this AgreementAgreement and (C) to the extent requested by an Investor cause its transfer agent to issue such Shares without such legends to the holders thereof by electronic delivery at the applicable balance account at the Depository Trust Company upon surrender of any stock certificates evidencing such Shares. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 7.4, it will, no later than within two (2) Trading Days following of the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a certificate representing Shares shares issued with a restrictive legendlegend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, deliver or cause to be delivered to such Purchaser Investor a certificate representing such shares Shares (or uncertificated interest therein) that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor, the Company shall cause request the transfer agent for the Common Stock (the “Transfer Agent Agent”) to timely remove any restrictive legends related to the book entry account holding representing such Shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business (2) Trading Days of the any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon Upon the earliest of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares (i) become covered by an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c144(b)(1) without current information or volume limitations or any successor provision (such earliest dateprovision, the “Effective Date”)Investor may deliver notice to the Company requesting removal of any restrictive legends from the Shares, and the Company shall on or prior to the second Trading Day after it receives such notice, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) subject to receipt from the Investor by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees Agent; provided, that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legendshall automatically, and without need for an Investor request, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give legend removal instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Sectionwithin two (2) Trading Days of Shares becoming covered by an effective registration statement. Shares subject to legend removal hereunder shall may be transmitted by the Transfer Agent to the Purchaser Investor by crediting the account of the PurchaserInvestor’s prime broker with the DTC System Depository Trust & Clearing Corporation (“DTC”) as directed by such PurchaserInvestor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each PurchaserInvestor, severally and not jointly with the other PurchasersInvestors, agrees with the Company (i) that such Purchaser Investor will sell any Shares only pursuant to either the registration requirements of the Securities 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares are sold pursuant to a registration statement, they such Shares will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then ceases to be effective and the Company has provided notice to such Purchaser Investor to that effect, such Purchaser Investor will sell shares Shares only in compliance with an exemption from the registration requirements of the Securities 1933 Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. (a) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser Investor with the requirements of this Agreement, if requested by the PurchaserInvestor by notice to the Company, the Company shall cause request the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares shares and make a new, unlegended entry for such book entry Shares shares sold or disposed of without restrictive legends within two Business Days of the as soon as reasonably practicable following any such request of the Purchasertherefor from such Investor, provided that the Company has timely received from the Purchaser Investor customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal. (b) Subject to receipt from the Purchaser Investor by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) have been registered under the Shares being subject Securities Act pursuant to an effective registration statement covering the resale of the Shares, or (ii) such time as the Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective Date”), the Company shall shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Sharesshares, and (B) cause its counsel to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).

Removal of Legends. Certificates evidencing the Underlying Shares shall not contain any legend (aincluding the legend set forth in Section 4.1(b) In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the Company in connection therewith. (b) Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of hereof): (i) the Shares being subject to an effective while a registration statement covering the resale of such security is effective under the SharesSecurities Act, (ii) following any sale of such time as the Underlying Shares have been sold pursuant to Rule 144, or (iii) if such time as the Underlying Shares are eligible for resale sale under Rule 144(c144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) without current information or volume limitations or any successor provision if such legend is not required under applicable requirements of the Securities Act (such earliest dateincluding judicial interpretations and pronouncements issued by the staff of the Commission) (each, the an “Effective DateUnrestricted Condition”), the . The Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver issue a legal opinion to the Transfer Agent, no later than two Trading Days after at the Effective DateCompany’s sole expense, one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Preferred is converted or Warrant or First Closing Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in accordance compliance with the current public information required under Rule 144 as to such irrevocable instructions Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the other applicable provisions Securities Act (including judicial interpretations and pronouncements issued by the staff of this Agreementthe Commission), then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this SectionSection 4.1(c), it will, no later than two three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares issued with a restrictive legendlegend accompanied by such customary documentation as the Transfer Agent reasonably may require, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuanceSection 4.1. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) 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 (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).