Common use of Removal of Legends Clause in Contracts

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Certificates evidencing Securities Act Legend may shall not be removed if required to contain such legend or any other legend (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible for sale under Rule 144(k) (to the extent that the applicable Purchaser provides a certification or legal opinion to the Company to that effect), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission). The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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 or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to affect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue book entry statements without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such a registration statement registering the Securities are registered for resale under the Securities Act has been declared effective (provided that the Purchaser agrees to only sell and such Securities whenregistration statement has not been withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (A) one year from the Closing Date or (B) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, upon request of a Purchaser, the date specified therein or Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business two (2) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended book entry statement representing Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionreissuance and/or transfer) (such second (2nd) Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered via DTC to such Purchaser such Securities that sales pursuant to the Registration Statement have been suspended are free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Electronic certificates for Shares or Warrant Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for sold or transferred pursuant to an effective Registration Statement covering the resale under the Securities Act (provided that the Purchaser agrees to only sell of such Securities when, and as permitted, by the effective registration statement permitting such resale)Purchasers, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale without any restrictions under Rule 144(k144 (any Securities meeting any of such criteria being referred to as “Unrestricted Securities”). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that Following such time as a legend is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus no longer required for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreementcertain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after (or such shorter time as may in the Registration Statement has been declared effective future be required pursuant to applicable law or regulation for the settlement of trades in securities on the Principal Trading Market) following the delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed if so required by the Effective Date) remove Transfer Agent in the Securities Act Legend from ordinary course of business, and otherwise in form necessary to affect the Common Shares. In reissuance and/or transfer), deliver or cause to be delivered to the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales transferee of such Common Shares if the Company delivers written notification to Purchaser or such Purchaser Purchaser, as applicable, a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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. Certificates In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its commercially reasonable efforts to transmit certificates for Shares or Warrant Shares Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system, or any successor system thereto. The time periods for delivery and penalties described herein shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. Each Purchaser agrees that the removal of the restrictive legend from any certificates representing Securities as set forth in this Section 4.1(c) above is predicated upon the Company’s reliance that such Purchaser 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, and that if such Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

Removal of Legends. (i) The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the DTC, if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees pursuant to only sell such Securities when, and as permitted, by the an effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to and in compliance with Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions and are not being held by an Affiliate of the Company. The Canadian Legend may Following the earlier of (i) the effective date of a Registration Statement or (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions and the date specified therein or Securities are not held by an Affiliate of the Company, the Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained Following the date on which a Registration Statement is first declared effective by the Commission, or at such earlier time as a legend is no longer required for certain Securities in accordance with this Agreement, the Company shall as soon as practicable (but not will no later than five Business two (2) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with notice to the Company) of a legended certificate representing Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and an opinion of counsel to the extent required by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant Section 4.1(a), deliver or cause to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. (ii) The Company agrees that following such time as the Depository Trust Companylegend is no longer required in accordance with this Agreement, it will, no later than two (2) Trading Days following the delivery by a Purchaser to the Transfer Agent of a (i) certificate representing Securities issued with a restrictive legend if such Securities are certificated, or (ii) written notice requesting the removal of any restrictive legend from the entry in the applicable balance account evidencing such Securities, as the case may be, deliver or cause to be delivered to such Purchaser such Securities, free from all restrictive and other legends, by crediting the account of the Purchaser’s prime broker with DTC System as directed by such Purchaser. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Article IV.

Removal of Legends. The Securities Act Legend may be removed In the event that, following the ------------------ transactions contemplated by the Merger Agreement, the Plan and this letter agreement, any certificates evidencing securities ("Certificates") of Arch held by the Standby Purchaser bear a restrictive legend then: (a) if the Standby Purchaser delivers to Arch (i) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Securities are registered for resale Certificate have been transferred pursuant to a registration statement that is effective under the Securities Act or (provided ii) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Certificate have been transferred without registration in accordance with the Purchaser agrees to only sell requirements of Rule 144 under the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Securities when, and as permitted, Certificate one or more new Certificates evidencing the securities so transferred evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend; and (b) if the Standby Purchaser delivers to Arch an opinion of counsel to the Standby Purchaser (which may be internal counsel to the Standby Purchaser) that, in the opinion of such counsel, such legend is not, or is no longer, required to ensure compliance with the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Certificate one or more new Certificates evidencing the securities evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend. Arch Communications Group Inc. MobileMedia Communications, Inc. Page 24 * * * * * If you are in agreement with the foregoing, please execute the enclosed copy of this letter agreement as indicated and return it to the undersigned. This letter agreement will become effective registration statement permitting upon (i) the delivery to us of executed counterparts of this letter agreement by each of you and (ii) the execution and delivery of each of the Other Standby Purchase Commitments by each of the parties thereto. Once effective, this letter agreement will terminate on (i) the date on which the Debtor Tower Agreement is terminated, unless prior to or simultaneously with such resaletermination, MobileMedia shall have entered into a definitive agreement which shall be comparable in form and substance to the Debtor Tower Agreement and a copy of which shall be delivered to the Standby Purchaser promptly following execution thereof, with a bona fide third-party purchaser providing for a sale to such third party of the assets or substantially all of the assets to be sold to Pinnacle pursuant to the Debtor Tower Agreement resulting in net proceeds to MobileMedia of not less than $165.0 million (an "Acceptable Sale"), (ii) December 31, 1998, unless the Closing (as defined in the Debtor Tower Agreement) or the closing of an Acceptable Sale shall have occurred on or before such Securities are sold date, (iii) March 31, 1999, unless the Confirmation Order shall have been entered by the Bankruptcy Court on or transferred pursuant to Rule 144 before such date, (if iv) June 30, 1999, unless the transferor is not an Affiliate effectiveness of the Company)Plan occurs on or before such date, or (iiiv) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after if not theretofore terminated pursuant to one of the foregoing clauses, the date specified therein on which the Merger Agreement is terminated in accordance with the terms thereof. All notices and other communications hereunder must be in writing. Any notice or other communication hereunder will be deemed duly delivered three business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or two business days after it is sent via a reputable international overnight courier service, in connection with each case to the intended recipient at the address therefor set forth on the signature page hereto. Any party hereto may give any sale that notice or other communication hereunder by personal delivery or telecopy, but no such notice or other communication will be deemed to have been duly given unless and until it actually is exempted by a discretionary order granted received by the British Columbia Securities Commission or party for whom it is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionintended. Any fees (party may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. This letter agreement represents the final agreement among the parties hereto with respect to the Transfer Agentsubject matter hereof and may not be contradicted by evidence of Arch Communications Group Inc. MobileMedia Communications, Company Counsel Inc. Page 25 prior or otherwise) associated contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties relating to the subject matter hereof. This letter agreement may not be amended or modified except by a written instrument signed by each of the Standby Purchaser, Arch and MobileMedia. This letter agreement shall be governed by and construed in accordance with the issuance laws of such opinion or the removal State of such legend Delaware without regard to its principles of conflicts of law. This letter agreement may be executed in counterparts which, taken together, shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended constitute one and the Registration Statement is no longer valid for such purposesame instrument. Very truly yours, NORTHWESTERN MUTUAL SERIES FUND, INC. FOR THE HIGH YIELD BOND PORTFOLIO By: /s/ Xxxxxxx X. Xxxxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Its: Vice President Address: c/o The Northwestern Mutual Life Insurance Company may not make any notation on its records or give instructions 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Securities Department ACCEPTED AND AGREED TO: ARCH COMMUNICATIONS GROUP, INC. By: /s/ J. Xxx Xxxxxx --------------------------------- Name: J. Xxx Xxxxxx Its: Executive Vice President and Chief Financial Officer Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Chairman and Chief Executive Officer With copy to: Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxx X. Xxxxxxxx Arch Communications Group Inc. MobileMedia Communications, Inc. Page 27 Subject 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account entry of the Purchaser’s prime broker with the Depository Trust Company.Confirmation Order: MOBILEMEDIA COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxx X. Xxxxx Its: Chairman - Restructuring Address: Fort Xxx Executive Park Xxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxx, NJ 07024 Attn: Chairman - Restructuring With copy to: Sidley & Austin 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxx ANNEX I ------- COMMITMENT AMOUNTS (dollars in millions) Column A Column B Column C Column D ----------- ------------ -------- -----------

Removal of Legends. The Securities Act Legend may be removed In connection with the written request of a Stockholder, Parent shall remove any restrictive legend included on the certificates (or, in the case of book- entry shares, any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock not subject to Article II hereof, and Parent shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act (provided that and the Purchaser agrees registration statement for such shares of Common Stock has not been suspended pursuant to only sell such Securities when, and Section 3.04 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, or (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144. Following the earlier of (A) the effective date of a Registration Statement registering such shares of Common Stock or (B) Rule 144 (if becoming available for the transferor is not an Affiliate resale of such shares of Common Stock without volume or manner-of-sale restrictions, Parent, upon the written request of the Company)Stockholder or its permitted transferee and the provision by such Person of an opinion of reputable counsel reasonably satisfactory to Parent and the Transfer Agent, or shall instruct the Transfer Agent to remove the legend from such shares of Common Stock (iiiin whatever form) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with and shall cause Parent counsel to issue any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionTransfer Agent. Any fees (with respect to the Transfer Agent, Company Counsel Parent counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the Transfer Agent referred to above) shall be borne by Parent. If a legend is no longer required pursuant to the Company. Notwithstanding any other provisions contained in this Agreementforegoing, the Company shall as soon as practicable (but not Parent will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Stockholder or its permitted transferee to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records Parent or give instructions to the Transfer Agent (with notice to Parent) of a legended certificate (if applicable) representing such shares of Common Stock and, to the extent required, a seller representation letter representing that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder such shares of Common Stock may be transmitted by sold pursuant to Rule 144, and a legal opinion of reputable counsel reasonably satisfactory to Parent and the Transfer Agent Agent, deliver or cause to be delivered to the Purchasers by crediting the account holder of such Parent Equity Interests a certificate representing such shares of Common Stock (or evidence of the Purchaser’s prime broker with the Depository Trust Companyissuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends.

Removal of Legends. The Certificates evidencing Securities Act Legend may shall not be removed if required to contain such legend or any other legend (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible for sale under Rule 144(k) (to the extent that the Purchaser provides a certification or legal opinion to the Company to that effect), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission). The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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 or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice in the manner stated in the Warrant to affect the exercise of the Warrant in accordance with its terms and an opinion of counsel to the extent required by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event Section 4.1(a), deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Except as provided below, the Global Notes and the Certificated Notes shall contain the legend specified in Exhibit A (the “Legend”). If Notes are issued upon the transfer, exchange or replacement of Notes in the same form not bearing the Legend, the Notes so issued shall not bear the Legend. If Notes are issued upon the transfer, exchange or replacement of Notes in the same form bearing the Legend or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may be reasonably required by the Issuer that neither the Legend nor the resale and other transfer restrictions set forth therein are required to ensure that transfers thereof comply with the relevant provisions of the Securities Act Legend may be removed if (i) or that such Securities Notes are registered for resale not “restricted securities” within the meaning of Rule 144 under the Securities Act (provided Act. Upon provision of such satisfactory evidence to the Issuer, the Issuing and Paying Agent, upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, shall authenticate and deliver a Note in the same form of like tenor and terms that does not bear the Purchaser Legend. The Issuer agrees to only sell such Securities whenindemnify the Issuing and Paying Agent for, and as permittedto hold it harmless against, by any loss, liability or expense, including the effective registration statement permitting such resale)fees and expenses of counsel, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate reasonably incurred, arising out of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with actions taken or omitted by the Issuing and Paying Agent in accordance with the instructions from an Authorized Representative of the Issuer; provided, however, that the Issuer shall not be required to indemnify the Issuing and Paying Agent for any sale that is exempted loss, liability or expense arising from the gross negligence, bad faith or willful misconduct of the Issuing and Paying Agent as determined by a discretionary final order granted by the British Columbia Securities Commission or is qualified by of a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance court of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Companycompetent jurisdiction.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale under In connection with any sale or disposition of the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred an Investor pursuant to Rule 144 (if or pursuant to any other exemption under the transferor is not an Affiliate of 1933 Act such that the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted purchaser acquires freely tradable shares and upon compliance by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated Investor with the issuance requirements of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after or, in the Registration Statement has been declared effective by case of Common Stock, shall cause the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from transfer agent for the Common SharesStock (the “Transfer Agent”) to issue replacement certificates without restrictive legends. In addition, upon the event earlier of (i) the Purchaser is holding Common Shares without a legend pursuant to this provision, effectiveness of the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales registration for resale pursuant to the Registration Statement have been suspended and Rights Agreement or (ii) the Registration Statement is no longer valid for such purpose. The Shares becoming freely tradable by a non-affiliate pursuant to Rule 144, the Company may not make any notation on its records or give instructions shall (A) deliver to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent shall reissue a certificate without legends upon receipt by such Transfer Agent of the legended certificates for such shares, 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 Purchasers by crediting shares of Common Stock represented thereby has been met and that the account Investor is not, and has not been, an Affiliate of the PurchaserCompany within a the ninety day period preceding the proposed legend removal date, and (B) cause its counsel to deliver to the Transfer Agent an opinion with respect to the Shares, and the shares of Common Stock issued or issuable pursuant to the Warrants, held by the requesting Investor to the effect that the removal of such legends on such Shares and shares of Common Stock in such circumstances may be effected under the 1933 Act. The Investor agrees to deliver the representations under clause (ii) of the foregoing sentence in 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 prime broker written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Depository Trust CompanyWarrants shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Trading Days (as defined in the Registration Rights Agreement) of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or cause to be issued a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped, if (i) such Securities Shares are registered for resale under the Securities Act (provided provided, that the if a Purchaser is selling pursuant to a registration statement, such Purchaser agrees to only sell such Securities whenShares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) if such Securities Shares are eligible to be sold, assigned or transferred under Rule 144 (provided, that a Purchaser provides the Company with reasonable assurances that such Shares are eligible for sale sale, assignment or transfer under Rule 144(k144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided, that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). The Canadian Legend may be removed Company, at its expense, shall cause Company Counsel to issue any legal opinion (including, without limitation, the opinion referred to in the Transfer Agent Instructions) to the Transfer Agent in connection with any sale occurring after the date specified therein or transfer pursuant to Rule 144 in connection compliance with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionthis Section 4.1(c). Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementAt such time as a legend is no longer required for certain Shares, the Company shall as soon as practicable (but not will no later than five Business three Trading Days after following the Registration Statement has been declared effective delivery by a Purchaser to the Transfer Agent (with notice to the Company) of a legended certificate representing Shares (in the form and accompanied by the Commission; provided that share certificates documentation necessary to affect the reissuance and/or transfer) and warrant certificates have been surrendered any other documents required by Section 4.1(a) (the “Legend Removal Date”), deliver or cause to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser either: (A) provided that sales the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser, a certificate representing such Shares that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the Registration Statement have been suspended and foregoing is referred to herein as the Registration Statement is no longer valid for such purpose“Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1. Certificates Notwithstanding any of the foregoing to the contrary, certificates for Shares or Warrant Shares subject to legend removal hereunder may shall, upon the applicable Purchaser’s request, be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the applicable balance account of the Purchaser’s prime broker with at the Depository Trust CompanyCompany as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may legend set forth in Section 6(a)(i) above shall be removed if and the Company shall issue a book-entry notation (or certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at the DTC, upon the earlier to occur of (i) such Securities are registered for resale under the Securities Act (provided that that, if the Purchaser is selling pursuant to the effective Registration Statement (as defined in Section 7 below) registering the Purchaser Shares for resale, the Purchaser hereby agrees to only sell such Securities whenPurchaser Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective registration statement permitting such resaleRegistration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanySecurities Act (“Rule 144”), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (i) the Registration Effective Date (as defined below) and (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be removed in connection compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, the Company shall cause Company Counsel or any sale occurring after subsequent counsel to issue a legal opinion to the date specified therein transfer agent or in connection with any sale that is exempted the Purchaser promptly if required by the transfer agent to effect the removal of the legend hereunder. For the avoidance of doubt, the removal of such legends pursuant to the previous sentence shall not be conditioned upon the sale, transfer or disposition of the Securities by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionPurchaser. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Registration Effective Date, or at such earlier time as a legend is no longer required for the Purchaser Shares, the Company shall as soon as practicable (but not will, no later than five two (2) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with written notice to the Effective DateCompany) remove the Securities Act Legend from the Common Shares. In the event of a book-entry notation representing the Purchaser is holding Common Shares without a legend pursuant (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to this provisionaffect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 6(a)(i) (such date, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser that sales pursuant to the Registration Statement have been suspended a book-entry notation free from all restrictive and the Registration Statement is no longer valid for such purposeother legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this SectionSection 6(a)(ii). Certificates for Shares or Warrant Shares Book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale In connection with any sale or disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act (provided such that the Purchaser agrees to only sell such Securities when, purchaser acquires freely tradable shares and as permitted, upon compliance by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated Investor with the issuance requirements of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable cause the transfer agent for the Common Stock (but not later than five Business Days after the Registration Statement has been declared effective by “Transfer Agent”) to issue replacement certificates representing the Commission; provided that share certificates and warrant certificates have been surrendered Securities sold or disposed of without restrictive legends or update the book entry for such Shares to remove any restrictions. Upon the earlier of (i) registration for resale or (ii) sale of the Shares pursuant to Rule 144, the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or give instructions shall deliver to the Transfer Agent irrevocable instructions that enlarge the restrictions Transfer Agent shall reissue a certificate representing shares of Common Stock without legends (or remove the restrictive notation in the case of book entry shares) upon receipt by such Transfer Agent of the legended certificates for such shares in the case of certificated Shares, together with, if such legend is being removed pursuant to Rule 144, a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented thereby. The Investor understands and acknowledges that Rule 144 is not available to the Investor in connection with the sale of the Shares or any other holders of shares of Common Stock of the Company until one year following the date on transfer which Form 10 information is filed with the SEC, or such other term as the SEC may provide from time to time. With respect to the removal of legends or restrictive notations from Shares registered for resale, the Investor agrees with the Company that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares or restrictive notations for book entry Shares as set forth in this SectionSection 7.4 is predicated upon the Company’s reliance upon this understanding. Certificates for Shares From and after the earlier of such dates, upon the Investor’s written request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends or Warrant Shares subject to legend removal hereunder may be transmitted by cause the Transfer Agent to update the Purchasers book entry to remove any restrictive notation, as applicable. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate or remove a restrictive notation from book entry Shares, if: (1) the unlegended certificate is not delivered to an Investor within five (5) Business Days of submission by crediting that Investor of a legended certificate and supporting documentation to the account Transfer Agent as provided above or the restrictive legend is not removed and (2) prior to the time such unlegended certificate or confirmation of removal of the Purchaserrestrictive notation is received by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s prime broker with account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Depository Trust CompanyInvestor of shares represented by such certificate or book entry (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities To the extent the resale of any Underlying Shares are registered for resale under the Securities Act (provided that pursuant to an effective Registration Statement naming the Purchaser holder thereof as a selling stockholder, the Company agrees to only sell promptly (i) authorize the removal of the legend set forth in Section 4.1(b) and any other legend not required by applicable law from such Securities when, Underlying Shares and as permitted, by the effective registration statement permitting such resale), (ii) cause its Transfer Agent to issue such Securities are sold or transferred pursuant Underlying Shares without such legends to Rule 144 (if the transferor is not an Affiliate holder thereof by electronic delivery at the applicable balance account at the Depository Trust Company upon surrender of the Company), or (iii) any stock certificates evidencing such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionUnderlying Shares. Any fees (with respect to the Transfer Agent, Company Counsel counsel or otherwise) associated with the issuance of such opinion or the removal of such legend legend(s) shall be borne by the Company. Notwithstanding Each Purchaser hereby covenants and agrees that (i) to the extent resales of the Underlying Shares are made pursuant to such effective Registration Statement, that such resales will be made only during the time that such Registration Statement is effective and not withdrawn or suspended and only as permitted by such Registration Statement, and otherwise in compliance with the Securities Act (including applicable prospectus delivery obligations), and (ii) to the extent resales of the Underlying Shares are made pursuant to an available exemption from the registration requirements of the Securities Act, such resales will be made only as permitted by such exemption and otherwise in compliance with the Securities Act. (ii) The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any other provisions contained in legend from the Securities (i) following any sale of the Securities pursuant to Rule 144, or (ii) if such Securities are eligible for sale under Rule 144 following the expiration of the applicable holding requirement thereof. Following the time a legend is no longer required for the Securities under this AgreementSection 4.1(c)(ii), the Company shall as soon as practicable (but not will, no later than five three Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without Transfer Agent of a legend pursuant legended certificate representing such securities, deliver or cause to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purpose. 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Companyother legends.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company)) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Irrevocable Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to effect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate (or uncertificated security) without such legend or any other legend to the holder of the applicable Securities upon which it is stamped if (i) such Securities are registered for resale under the Securities Act (provided that that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities whenduring such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may 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 removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, the date specified therein or Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained Following the Effective Date, or at such earlier time as a legend is no longer required (in this Agreementwhich case a Purchaser shall also be required to provide reasonable assurances in the form of seller and, if applicable, broker representation letters) for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with notice to the Company) of (i) a legended certificate representing the Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or book entry position representing the Shares or Warrant Shares or (ii) an Exercise Notice in the manner stated in any Warrants to effect the exercise of such Warrants in accordance with their terms, and an opinion of counsel to the extent required by the Effective DateSection 4.1(a) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision(such third (3rd) Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser that sales pursuant to the Registration Statement have been suspended a certificate or book entry position representing such Securities free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 and Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyCompany as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may If requested by a Purchaser, all legends set forth in Section 4.2(b) above shall be removed and the Company shall issue a book-entry notation (or certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to only sell such Securities whenduring such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanyCompany and assuming cashless exercise of the Warrants), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (i) the effective date of any resale registration statement and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions and assuming cashless exercise of the Warrants, the Company shall cause the Transfer Agent to remove any sale occurring after the date specified therein or in connection with restrictive legends on any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionPre-Funded Warrant Shares within two Business Days of such request. Any fees (with respect to the Transfer Agent, Company U.S. Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding Following the effective date of any other provisions contained in this Agreementresale registration statement, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not later than five Business Days after will promptly, following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with written notice to the Company) of (i) a legended certificate or book-entry notation representing Pre-Funded Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.2(a) or (ii) an Exercise Notice (as defined in the Effective DatePre-Funded Warrants and in the form attached hereto as Exhibit E), in the manner stated in the Pre-Funded Warrants to effect the exercise of such Pre-Funded Warrants in accordance with its terms, and an opinion of counsel to the extent required by Section 4.2(a) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision(such date, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser that sales pursuant to the Registration Statement have been suspended a certificate or book-entry notation free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 4.2(c). Certificates for Shares or Warrant Shares book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may restrictive legend set forth in Section 5(b) above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Replacement Warrant and Exercised Shares, if (i) such Securities Replacement Warrant and Exercised Shares are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities Replacement Warrant and Exercised Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Replacement Warrant and Exercised Shares are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may be removed in connection with any sale occurring after Following the date specified therein upon which Rule 144 becomes available for the resale of Replacement Warrant and Exercised Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Replacement Warrant and Exercised Shares and without volume or in connection with manner-of-sale restrictions, upon written request by an Investor, the Company shall instruct its transfer agent to remove the legend from the Replacement Warrant and Exercised Shares and shall cause its counsel to issue any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Investors to the Company by or the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant transfer agent (with notice to the Registration Statement have been suspended Company) of a legended certificate or instrument representing such Replacement Warrant and Exercised Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Registration Statement reissuance and/or transfer) and a representation letter to the extent required by Section 5(a), deliver or cause to be delivered to the Investor a certificate or instrument (as the case may be) representing such Replacement Warrant and Exercised Shares that is no longer valid for such purposefree from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanySection 5(c).

Removal of Legends. The Securities Act Legend may shall be removed if and the Company shall issue a certificate without such Legend to the holder of any Warrant Share upon which it is stamped, and a certificate for a Share shall be originally issued without the Legend, if, unless otherwise required by state securities laws, (i) the sale of such Warrant Share is registered under the Securities are registered for resale Act, or (ii) such holder provides the Company with an opinion by counsel reasonably satisfactory to the Company, that is in form, substance and scope reasonably satisfactory to the Company, to the effect that a public sale or Transfer of such Warrant Share may be made without registration under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under holder provides the Company with assurances reasonably satisfactory to the Company and its counsel, that such Share can be sold pursuant to Rule 144(k)144. The Canadian Holder agrees that its sale of all Securities, including those represented by a certificate(s) from which the Legend may has been removed, or which were originally issued without the Legend, shall be removed made only pursuant to an effective registration statement (and to deliver a prospectus in connection with any sale occurring after the date specified therein such sale) or in connection compliance with any sale that is exempted by a discretionary order granted by an exemption from the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance registration requirements of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common SharesAct. In the event the Purchaser Legend is holding Common Shares removed from any Warrant Share or any Warrant Share is issued without the Legend and thereafter the effectiveness of a legend pursuant to this provision, registration statement covering the Purchaser hereby agrees to immediately halt any sales of such Common Shares if Warrant Share is suspended or the Company delivers written notification determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the holder of such Purchaser Warrant Share, the Company shall be entitled to require that sales the Legend be placed upon any such Warrant Share which cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the Registration Statement have opinion referred to in clause (i) next above has not been suspended and the Registration Statement is no longer valid for rendered, which Legend shall be removed when such purpose. 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 Share may be transmitted by sold pursuant to an effective registration statement or Rule 144 (or such holder provides the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker opinion with the Depository Trust Companyrespect thereto described in clause (i) next above.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (i) the Effective Date and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, the Company shall issue to the Transfer Agent the Irrevocable Transfer Agent Instructions and obtain, if possible, any sale occurring after legal opinion necessary for the date specified therein or in connection Transfer Agent to comply with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionsuch instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not later than five Business Days after will promptly, following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with written notice to the Company) of (i) a legended certificate representing Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to effect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.1(a) or (ii) an Exercise Notice (as defined in the Effective DateWarrants) remove in the Securities Act Legend from manner stated in the Common Shares. In Warrants to effect the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if the Company delivers written notification Warrant in accordance with its terms, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposefree from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. (i) The Securities Act Legend Company agrees that at such time as any legend is no longer required under this Article IV, it will, no later than two (2) Business Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a request to remove such legend, together with such representations and covenants of the Purchaser or the Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to the Purchaser a book entry position representing such shares that is free from any such legend. The Company shall not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Article IV. Any certificates for Shares subject to legend removal shall be transmitted by the transfer agent of the Company to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”). All costs and expenses related to the removal of the legends and the reissuance of any Shares shall be borne by the Company. (ii) The restrictive legend set forth in Section 4.1(d) above shall be removed and the Company shall issue a certificate or book entry position without such restrictive legend or any other restrictive legend to the holder of the applicable shares upon which it is stamped or issue to such holder by electronic delivery with the applicable balance account at DTC or in physical certificated shares, if appropriate, if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate affiliate of the Company), ; or (iiiii) such Securities Shares are eligible for sale without the requirement for the Company to be in compliance with the current public information required under Rule 144(k)144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may Subject to receipt of such representations, and covenants as are contemplated hereby, at such time as Rule 144 becomes available for the resale of the Shares, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale occurring after restrictions, the date specified therein or in connection Company shall issue to the Company’s transfer agent the instructions with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionrespect to legend removal consistent with this Article IV. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel the Company’s counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Certificates evidencing Securities Act Legend may shall not be removed if required to contain such legend or any other legend (i) while a registration statement (including the Registration Statement) covering the resale of such Securities are registered for resale is effective under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) following any sale of such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate affiliate of the Company), or (iii) if such Securities are eligible for sale under Rule 144(k) (to the extent that the applicable Purchaser provides a certification or legal opinion to the Company to that effect), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission). The Canadian Legend may be removed in connection with any sale occurring Company shall cause its counsel to issue a standing legal opinion to the Company’s transfer agent promptly after the date specified therein or in connection with any sale that is exempted by a discretionary order granted Effective Date, if required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent to effect the British Columbia Securities Commissionremoval of the legends hereunder. Any fees (with respect to the Transfer Agenttransfer agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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 or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to affect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 If within three (3) Trading Days after the Company’s receipt of a legended certificate representing such Securities (the “Delivery Date”), the Company shall fail to issue and deliver to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, and if on or Warrant Shares subject after such Delivery Date the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to legend removal hereunder may be transmitted deliver in satisfaction of a sale by the Transfer Agent to Purchaser of shares of Common Stock that the Purchasers by crediting Purchaser anticipated receiving from the account of Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s prime broker request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Depository Trust CompanyPurchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Delivery Date, times (b) the closing bid price of the Common Stock on the Delivery Date.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that sold pursuant to an effective Registration Statement and the Purchaser agrees has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit G attached hereto (the “Certificate of Sale”) with respect to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)) and the Purchaser has delivered a signed Certificate of Sale with respect to such Securities, or (iii) such Securities are eligible for sale under Rule 144(k144 without restriction or (iv) such legend is not required under the applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued the Staff of the Commission). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer), deliver or cause to be delivered to the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales transferee of such Common Shares if the Company delivers written notification to Purchaser or such Purchaser Purchaser, as applicable, a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares or Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act (provided that sold pursuant to an effective Registration Statement and the Purchaser agrees has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit H attached hereto (the “Certificate of Sale”) with respect to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission144 without restriction. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer), deliver or cause to be delivered to the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales transferee of such Common Shares if the Company delivers written notification to Purchaser or such Purchaser Purchaser, as applicable, a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depoitory Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company)) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Irrevocable Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to effect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may legend set forth in Section 6(a)(i) above shall be removed if and the Company shall issue a book-entry notation (or certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at the DTC, upon the earlier to occur of (i) such Securities are registered for resale under the Securities Act (provided that that, if the Purchaser Retail Investor is selling pursuant to the effective Registration Statement (as defined in Section 7 below) registering the Retail Investor Shares for resale, the Retail Investor hereby agrees to only sell such Securities whenRetail Investor Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective registration statement permitting such resaleRegistration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanySecurities Act (“Rule 144”), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (i) the Registration Effective Date (as defined below) and (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be removed in connection compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, the Company shall cause Company Counsel or any sale occurring after subsequent counsel to issue a legal opinion to the date specified therein transfer agent or in connection with any sale that is exempted the Retail Investor promptly if required by the transfer agent to effect the removal of the legend hereunder. For the avoidance of doubt, the removal of such legends pursuant to the previous sentence shall not be conditioned upon the sale, transfer or disposition of the Securities by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionRetail Investor. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Registration Effective Date, or at such earlier time as a legend is no longer required for the Retail Investor Shares, the Company shall as soon as practicable (but not will, no later than five two (2) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Retail Investor to the Company (with written notice to the Company) of a book-entry notation representing the Retail Investor Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by the Effective DateSection 6(a)(i) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision(such date, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser that sales pursuant to the Registration Statement have been suspended Retail Investor a book-entry notation free from all restrictive and the Registration Statement is no longer valid for such purposeother legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this SectionSection 6(a)(ii). Certificates for Shares or Warrant Shares Book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent transfer agent to the Purchasers Retail Investors by crediting the account of the PurchaserRetail Investor’s prime broker with the Depository Trust CompanyDTC as directed by such Retail Investor.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company)) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed Company shall cause Company Counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Irrevocable Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company or the Transfer Agent (with notice to the Company) of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the 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 the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionSection 4.1(a), (such third Trading Day, the Purchaser hereby agrees “Legend Removal Date”) deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may shall be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue book entry statements without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees sale or transfer pursuant to only sell such Securities when, and as permitted, by the effective registration statement permitting registering the Securities for resale (during such resale)time that such registration statement is effective and not withdrawn or suspended, (iiand only as permitted by such registration statement) such Securities are or sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (A) one year from the Closing Date or (B) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, upon request of a Purchaser, the date specified therein or Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business Days after one Trading Day following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended book entry statement representing Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionreissuance and/or transfer) (such second Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered via DTC to such Purchaser such Securities that sales pursuant to the Registration Statement have been suspended are free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Electronic certificates for Shares or Warrant Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may legend set forth in Section 5.2 above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act (provided that the Purchaser agrees Investors agree to only sell such Securities Shares when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale under Rule 144(k)144 without any volume or manner of sale restrictions. The Canadian Legend may be removed Following the earlier of (i) the effective date of the registration statement covering the resale of the Shares (the “Effective Date”) or (ii) such time as a legend is no longer required for the Shares, the Company shall cause its legal counsel to issue to the Transfer Agent an opinion in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionform attached as Exhibit hereto. Any fees (with respect to the Transfer Agent, Company Counsel counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for certain Shares, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered an Investor to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionreissuance and/or transfer) (such third Trading Day, the Purchaser hereby agrees “Legend Removal Date”) deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser Investor a certificate representing such Shares that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Investors by crediting the account of the PurchaserInvestor’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may be removed In the event that, following the transactions ------------------ contemplated by the Merger Agreement, the Plan and this letter agreement, any certificates evidencing securities ("Certificates") of Arch held by the Standby Purchaser bear a restrictive legend then: (a) if the Standby Purchaser delivers to Arch (i) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Securities are registered for resale Certificate have been transferred pursuant to a registration statement that is effective under the Securities Act or (provided ii) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Certificate have been transferred without registration in accordance with the Purchaser agrees to only sell requirements of Rule 144 under the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Securities when, and as permitted, Certificate one or more new Certificates evidencing the securities so transferred evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend; and (b) if the Standby Purchaser delivers to Arch an opinion of counsel to the Standby Purchaser (which may be internal counsel to the Standby Purchaser) that, in the opinion of such counsel, such legend is not, or is no longer, required to ensure compliance with the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Certificate one or more new Certificates evidencing the securities evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend. Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 25 * * * * * If you are in agreement with the foregoing, please execute the enclosed copy of this letter agreement as indicated and return it to the undersigned. This letter agreement will become effective registration statement permitting upon (i) the delivery to us of executed counterparts of this letter agreement by each of you and (ii) the execution and delivery of each of the Other Standby Purchase Commitments by each of the parties thereto. Once effective, this letter agreement will terminate on (i) the date on which the Debtor Tower Agreement is terminated, unless prior to or simultaneously with such resaletermination, MobileMedia shall have entered into a definitive agreement (which shall be comparable in form and substance to the Debtor Tower Agreement and a copy of which shall be delivered to the Standby Purchaser promptly following the execution thereof), with a bona fide third- party purchaser providing for a sale to such third party of the assets or substantially all of the assets to be sold to Pinnacle pursuant to the Debtor Tower Agreement resulting in net proceeds to MobileMedia of not less than $165.0 million (an "Acceptable Sale"), (ii) December 31, 1998, unless the Closing (as defined in the Debtor Tower Agreement) or the closing of an Acceptable Sale shall have occurred on or before such Securities are sold date, (iii) March 31, 1999, unless the Confirmation Order shall have been entered by the Bankruptcy Court on or transferred pursuant to Rule 144 before such date, (if iv) June 30, 1999, unless the transferor is not an Affiliate effectiveness of the Company)Plan occurs on or before such date, or (iiiv) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after if not theretofore terminated pursuant to one of the foregoing clauses, the date specified therein on which the Merger Agreement is terminated in accordance with the terms thereof. All notices and other communications hereunder must be in writing. Any notice or other communication hereunder will be deemed duly delivered three business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or two business days after it is sent via a reputable international overnight courier service, in connection with each case to the intended recipient at the address therefor set forth on the signature page hereto. Any party hereto may give any sale that notice or other communication hereunder by personal delivery or telecopy, but no such notice or other communication will be deemed to have been duly given unless and until it actually is exempted by a discretionary order granted received by the British Columbia Securities Commission or party for whom it is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionintended. Any fees (party may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. This letter agreement represents the final agreement among the parties hereto with respect to the Transfer Agentsubject matter hereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties relating to the subject matter hereof. This letter agreement may not be amended or modified except by a written instrument signed by each of the Standby Purchaser, Company Counsel or otherwise) associated Arch and MobileMedia. This letter agreement shall be governed by and construed in accordance with the issuance laws of such opinion or the removal State of such legend Delaware without regard to its principles of conflicts of law. This letter agreement may be executed in counterparts which, taken together, shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended constitute one and the Registration Statement is no longer valid same instrument. Very truly yours, WHIPPOORWILL ASSOCIATES, INC., AS GENERAL PARTNER OF AND/OR AS AGENT FOR, EACH WHIPPOORWILL ACCOUNT By: /s/ Xxxxx Xxxxxxxxxxx -------------------------------------- Its: Managing Director Address: 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxxxxxxx ACCEPTED AND AGREED TO: ARCH COMMUNICATIONS GROUP, INC. By: /s/ J. Xxx Xxxxxx ------------------------------------- Its: Executive Vice President and Chief Financial Officer Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Chairman and Chief Executive Officer With copy to: Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxx X. Xxxxxxxx Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 28 Subject to entry of the Confirmation Order: MOBILEMEDIA COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Its: Chairman - Restructuring Address: Fort Xxx Executive Park Xxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxx, NJ 07024 Attn: Chairman - Restructuring With copy to: Sidley & Austin 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxx COMMITMENT AMOUNTS ------------------ (dollars in millions) Column A Column B Column C Column D ----------- ------------ -------- ----------- Rights Unexercised Total Exercise Rights Commitme Commitment Commitment nt Commitment Name and Address of Standby Amount (1) Amount (2) Amount Percentage -------------------------------------------- ----------- ------------ -------- ----------- Purchasers - - ---------- Northwestern Mutual Series Fund, Inc. for such purpose. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge High Yield Bond Portfolio/*/ $ .75 $ .69 $ 1.44 0.66% 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Stated Principal Amount of 9 3/8% Notes: $ -0- ---------------------------- Stated Principal Amount of 10 1/2% Notes: $ 2,000,000 ---------------------------- Credit Suisse First Boston Corporation $ 29.48 $ 26.88 $ 56.36 25.97% 00 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Stated Principal Amount of 9 3/8% Notes: $ 32,453,000 ------------- Stated Principal Amount of 10 1/2% Notes: $ 35,930,000 ------------- Whippoorwill Associates, Inc., as general $ 30.42 $ 27.72 $ 58.14 26.79% partner and/or agent for the restrictions on transfer parties set forth on Schedule A hereto in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account percentages noted thereon 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Stated Principal Amount of the Purchaser’s prime broker with the Depository Trust Company.9 3/8% Notes: $ 37,855,000 ------------- Stated Principal Amount of 10 1/2% Notes: $ 31,410,000 ------------- Total: $113.52 $103.48 $217.00 100.00% ------- ------- ------- ________________________________________

Removal of Legends. The Securities Act Legend may be removed In connection with the written request of a Stockholder, following the expiration of the Lock-up Period, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act (provided that and the Purchaser agrees registration statement for such Company Equity Interests has not been suspended pursuant to only sell such Securities when, and Section 5.04 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144 promulgated under the Securities Act (if or any successor rule promulgated thereafter by the transferor is not an Affiliate of the CompanyCommission) (“Rule 144”) (but with no volume, current public information or other restrictions or limitations), or (iii) such Securities shares of Common Stock are eligible for sale under pursuant to Section 4(a)(1) of the Securities Act or Rule 144(k)144 without restrictions. The Canadian Legend may be removed in connection with any sale occurring after Following the earlier of (A) the effective date specified therein of a Registration Statement registering such shares of Common Stock or in connection with any sale that is exempted (B) Rule 144 becoming available for the resale of such shares of Common Stock without restrictions, the Company, upon the written request of the Stockholder or its permitted transferee and the provision by a discretionary order granted such person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent solely to the extent required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in whatever form) and shall cause Company counsel to issue any legend removal opinion required by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for any provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Stockholder or its permitted transferee to the Company or the transfer agent (with notice to the Company) of a legended certificate (if applicable) representing such shares of Common Stock and, to the extent required, a seller representation letter representing that such shares of Common Stock may be sold pursuant to Rule 144, and a legal opinion of reputable counsel reasonably satisfactory to the Company and the transfer agent solely to the extent required by the Effective Date) remove Company’s transfer agent, deliver or cause to be delivered to the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales holder of such Company Equity Interests a certificate representing such shares of Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records Stock (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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account evidence of the Purchaser’s prime broker with the Depository Trust Companyissuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends.

Removal of Legends. The Securities Act Company shall use its reasonable efforts to ensure that the restrictive legends and stop transfer instructions described in Section 4(b) are removed within three (3) business days following receipt by the Company of a written request by the Purchaser (the “Legend may be removed if Removal Request”), accompanied by such customary representations, notices and other documentation (iincluding, but not limited to, the opinion of Ropes & Xxxx LLP or other similarly qualified counsel, as securities counsel to Purchaser) such Securities as are reasonably requested by the Company’s counsel or transfer agent (the “Legend Removal Documentation”), so as to enable the sale of any Shares in a transaction registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if under the transferor is not an Affiliate of the Company)Securities Act, or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed otherwise in connection with any a transaction exempt from registration under the Securities Act; provided, in each case, that such sale occurring after is otherwise permitted by this Agreement. Any such Legend Removal Request shall be delivered not less than five (5) business days prior to the date specified therein or in connection with any on which the proposed sale that is exempted by a discretionary order granted by to be effected, during which period, the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementPurchaser, the Company shall as soon as practicable (but not later than five Business Days after and their respective counsel will consult concerning the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Sharesavailability of any such exemption. In the event the Purchaser is holding Common Shares without a legend Company fails to cause the removal of restrictive legends and stop transfer instructions pursuant to this provisionSection 5(b) within the three (3) business day period following the delivery to the Company of Legend Removal Documentation in form and substance reasonably satisfactory to the Company’s counsel and transfer agent, the Purchaser hereby agrees Company will be responsible for all additional broker fees incurred to immediately halt any sales of ensure the trade settles, including costs to borrow and deliver equivalent securities on Purchaser’s behalf (collectively, “Costs”), until such Common Shares if time as the Company delivers written notification the shares with the legend removed; provided, that such three (3) day period shall be extended by any period of delay attributable to such Purchaser that sales pursuant action or inaction by the Company’s transfer agent following delivery by the Company’s counsel to the Registration Statement have been suspended and transfer agent of its opinion in customary form authorizing such legend removal. For the Registration Statement is no longer valid avoidance of doubt, the parties intend that the Costs for such purpose. The which the Company may be responsible hereunder shall not make include lost profits or any notation on its records or give instructions element of value attributable to changes in 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account price of the PurchaserCompany’s prime broker with the Depository Trust CompanyCommon Stock.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall cause its Transfer Agent to issue book entry statements without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees sale or transfer pursuant to only sell such Securities when, and as permitted, by the effective registration statement permitting registering the Securities for resale (during such resale)time that such registration statement is effective and not withdrawn or suspended, (iiand only as permitted by such registration statement) such Securities are or sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (A) one year from the Closing Date or (B) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, upon request of a Purchaser, the date specified therein or Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business two Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended book entry statement representing Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionreissuance and/or transfer) (such second Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered via DTC to such Purchaser such Securities that sales pursuant to the Registration Statement have been suspended are free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Electronic certificates for Shares or Warrant Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may From and after the Effective Date, the Company shall, no later than two Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent (with notice to the Company) of a legended certificate representing the Fee Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer, if applicable), as directed by the Investor, either: (A) issue and deliver (or cause to be removed if issued and delivered) to the Investor a certificate representing such Fee Shares that is free from all restrictive and other legends or (B) cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Fee Shares represented by the certificate so delivered by the Investor (the date by which such certificate is required to be delivered to the Investor or such credit is so required to be made to the account of the Investor or its designee at DTC pursuant to the foregoing is referred to herein as the “Required Delivery Date”). If the Company fails on or prior to the Required Delivery Date to either (i) such Securities are registered for resale under issue and deliver (or cause to be issued and delivered) to the Securities Act (provided Investor a certificate representing the Fee Shares that the Purchaser agrees to only sell such Securities when, is free from all restrictive and as permitted, by the effective registration statement permitting such resale), other legends or (ii) such Securities are sold or transferred pursuant cause the Company’s transfer agent to Rule 144 (if credit the transferor is not an Affiliate balance account of the Company), Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (iiiDWAC) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection system with any sale occurring after a number of shares of Common Stock equal to the date specified therein or in connection with any sale that is exempted by a discretionary order granted number of Fee Shares represented by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued certificate delivered by the British Columbia Securities Commission. Any fees (with respect Investor pursuant hereto, then, in addition to all other remedies available to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementInvestor, the Company shall as soon as practicable (but not later than five Business Days pay in cash to the Investor on each day after the Registration Statement has been declared effective by Required Delivery Date that the Commission; provided that share certificates and warrant certificates have been surrendered issuance or credit of such shares is not timely effected an amount equal to 2.0% of the product of (A) the sum of the number of Fee Shares not issued to the Company by Investor on a timely basis and to which the Effective Investor is entitled and (B) the VWAP for the five Trading Day period immediately preceding the Required Delivery Date) remove the Securities Act Legend from the Common Shares. In addition to the event the Purchaser is holding Common Shares without a legend pursuant to this provisionforegoing, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification fails to so properly deliver such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records unlegended certificates 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 may be transmitted by the Transfer Agent to the Purchasers by crediting so properly credit the account of the PurchaserInvestor or its designee at DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend, then the Company shall, within three Trading Days after the Investor’s prime broker with request, pay cash to the Depository Trust Investor in an amount equal to the 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 a certificate or credit such Investor’s or its designee’s account at DTC for such shares of Common Stock shall terminate and such shares shall be cancelled.

Removal of Legends. The Securities Act Legend legends set forth in Section 5.4(b) above shall be removed and the Company shall issue a certificate without such legends or any other legend to the holder of the applicable shares of Common Stock or any shares of Common Stock issuable upon conversion of the Series A Preferred Stock upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (A) such Shares have been or may be removed if transferred in accordance with the terms of the Standstill Agreement without restriction; and (B) (i) such Securities shares are registered for resale under the Securities Act (provided that the Purchaser agrees sold or transferred pursuant to only sell such Securities when, and as permitted, by the an effective registration statement permitting covering the resale of such resale)Shares by the Purchaser, (ii) such Securities shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities shares are eligible for sale without any restrictions under Rule 144(k144 (any Securities meeting such criteria being referred to as “Unrestricted Securities”). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that Following such time as a legend is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus no longer required for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreementcertain shares, the Company shall as soon as practicable (but not will no later than five Business Days after three (3) business days (or such shorter time as may in the Registration Statement has been declared effective future be required pursuant to applicable law or regulation for the settlement of trades in securities on The Nasdaq Global Select Market) following the delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company by or the Effective Date) remove Company’s transfer agent of a certificate representing the shares of Common Stock or any shares of Common Stock issuable upon conversion of the Series A Preferred Stock and if such shares are certificated, issued with a restrictive legend, together with such representations and covenants of the Purchaser or the Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to the Purchaser a book entry position representing such shares that is free from any legend referring to the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposeAct. 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 5.4. Certificates In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its commercially reasonable efforts to transmit certificates for Shares the shares of Common Stock or Warrant Shares any shares of Common Stock issuable upon conversion of the Series A Preferred Stock subject to full legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, or any successor system thereto. The time periods for delivery shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. The Purchaser agrees that the removal of (x) the restrictive legend referring to the Standstill Agreement from any certificates representing the shares of Common Stock or any shares of Common Stock issuable upon conversion of the Series A Preferred Stock as set forth in this Section 5.4(c) is predicated upon either (A) a transfer of such shares in strict compliance with the terms of the Standstill Agreement or (B) the termination of the restrictions set forth in the Standstill Agreement; and (y) the restrictive legend referring to the Securities Act from any certificates representing shares as set forth in this Section 5.4(c) above is predicated upon the Company’s reliance that such Purchaser would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares or Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act (provided that sold pursuant to an effective Registration Statement and the Purchaser agrees has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit H attached hereto (the “Certificate of Sale”) with respect to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer, deliver or cause to be delivered to the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales transferee of such Common Shares if the Company delivers written notification to Purchaser or such Purchaser Purchaser, as applicable, a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may legend set forth in Section 5.1(b) above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company)) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144(k)144 without application of the requirements of paragraph (c)(i) thereof. The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Irrevocable Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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 without application of the requirements of paragraph (c)(i) thereof, then such Warrant Shares shall be issued free of all legends. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (x) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) or (y) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to effect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 5.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may be removed In connection with the written request of a Stockholder, following the expiration of the DK/SBT Lock-up Period or DEAC Lock-up Period, as applicable to such Stockholder, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act (provided that and the Purchaser agrees registration statement for such Company Equity Interests has not been suspended pursuant to only sell such Securities when, and Section 6.04 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities shares of Common Stock are eligible for sale under pursuant to Section 4(a)(1) of the Securities Act or Rule 144(k)144 without volume or manner-of-sale restrictions. The Canadian Legend may be removed Following the earlier of (A) the effective date of a Registration Statement registering such shares of Common Stock or (B) Rule 144 becoming available for the resale of such shares of Common Stock without volume or manner-of-sale restrictions, the Company, upon the written request of the Stockholder or its permitted transferee and the provision by such person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in connection with whatever form) and shall cause Company counsel to issue any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Stockholder or its permitted transferee to the Company by or the Effective Datetransfer agent (with notice to the Company) remove of a legended certificate (if applicable) representing such shares of Common Stock (endorsed or with stock powers attached, signatures guaranteed, or otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) and, to the extent required, a seller representation letter representing that such shares of Common Shares. In the event the Purchaser is holding Common Shares without a legend Stock may be sold pursuant to this provisionRule 144, and a legal opinion of reputable counsel reasonably satisfactory to the Purchaser hereby agrees Company and the transfer agent, deliver or cause to immediately halt any sales be delivered to the holder of such Company Equity Interests a certificate representing such shares of Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records Stock (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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account evidence of the Purchaser’s prime broker with the Depository Trust Companyissuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale In connection with any sale or disposition of the New Warrants or the New Warrant Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act (provided such that the Purchaser agrees to only sell such Securities when, purchaser acquires freely tradable securities and as permitted, upon compliance by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated Purchaser with the issuance requirements of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after or, in the Registration Statement has been declared effective by case of Common Stock, shall cause the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from transfer agent for the Common SharesStock (the “Transfer Agent”) to issue replacement New Warrants or replacement certificates representing the New Warrant Shares sold or disposed of without restrictive legends. In Upon the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales earlier of such Common Shares if the Company delivers written notification to such Purchaser that sales (i) registration for resale pursuant to the Registration Statement have been suspended and Rights Agreement or (ii) the Registration Statement is no longer valid for such purpose. The New Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company may not make any notation on its records or give instructions shall (A) deliver to the Transfer Agent irrevocable instructions that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Purchaser that such shares have been sold in accordance with Rule 144 and a customary representation by a duly authorized officer of the Company that the Company has filed all reports and other materials required to be filed by the Company under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months or (2) a statement by the Purchaser that such Purchaser has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Purchasers Transfer Agent one or more blanket opinions to the effect that, subject to customary requirements to comply with Rule 144(i), the removal of such legends in such circumstances in connection with, and to the extent of, a sale or disposition may be effected under the Securities Act. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Purchaser within three (3) Business Days of submission by crediting that Purchaser of a legended certificate and supporting documentation to the account Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the Purchaser, the Purchaser, or any third party on behalf of such Purchaser or for the Purchaser’s prime broker with account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Depository Trust CompanyPurchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.

Removal of Legends. The Securities Act Legend may be removed In the event that, following the transactions ------------------ contemplated by the Merger Agreement, the Plan and this letter agreement, any certificates evidencing securities ("Certificates") of Arch held by the Standby Purchaser bear a restrictive legend then: (a) if the Standby Purchaser delivers to Arch (i) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Securities are registered for resale Certificate have been transferred pursuant to a registration statement that is effective under the Securities Act or (provided ii) a certificate, in a form reasonably satisfactory to Arch, certifying that securities evidenced by such Certificate have been transferred without registration in accordance with the Purchaser agrees to only sell requirements of Rule 144 under the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Securities when, and as permitted, Certificate one or more new Certificates evidencing the securities so transferred evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend; and (b) if the Standby Purchaser delivers to Arch an opinion of counsel to the Standby Purchaser (which may be internal counsel to the Standby Purchaser) that, in the opinion of such counsel, such legend is not, or is no longer, required to ensure compliance with the Securities Act, Arch will, or will instruct its transfer agent to, issue upon surrender of such Certificate one or more new Certificates evidencing the securities evidenced by the Certificate so surrendered, which new Certificate or Certificates will not bear any such legend. Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 22 * * * * * If you are in agreement with the foregoing, please execute the enclosed copy of this letter agreement as indicated and return it to the undersigned. This letter agreement will become effective registration statement permitting upon (i) the delivery to us of executed counterparts of this letter agreement by each of you and (ii) the execution and delivery of each of the Other Standby Purchase Commitments by each of the parties thereto. Once effective, this letter agreement will terminate on (i) the date on which the Debtor Tower Agreement is terminated, unless prior to or simultaneously with such resaletermination, MobileMedia shall have entered into a definitive agreement (which shall be comparable in form and substance to the Debtor Tower Agreement and a copy of which shall be delivered to the Standby Purchaser promptly following the execution thereof) with a bona fide third-party purchaser providing for a sale to such third party of the assets or substantially all of the assets to be sold to Pinnacle pursuant to the Debtor Tower Agreement resulting in net proceeds to MobileMedia of not less than $165.0 million (an "Acceptable Sale"), (ii) December 31, 1998, unless the Closing (as defined in the Debtor Tower Agreement) or the closing of an Acceptable Sale shall have occurred on or before such Securities are sold date, (iii) March 31, 1999, unless the Confirmation Order shall have been entered by the Bankruptcy Court on or transferred pursuant to Rule 144 before such date, (if iv) June 30, 1999, unless the transferor is not an Affiliate effectiveness of the Company)Plan occurs on or before such date, or (iiiv) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after if not theretofore terminated pursuant to one of the foregoing clauses, the date specified therein on which the Merger Agreement is terminated in accordance with the terms thereof. All notices and other communications hereunder must be in writing. Any notice or other communication hereunder will be deemed duly delivered three business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or two business days after it is sent via a reputable international overnight courier service, in connection with each case to the intended recipient at the address therefor set forth on the signature page hereto. Any party hereto may give any sale that notice or other communication hereunder by personal delivery or telecopy, but no such notice or other communication will be deemed to have been duly given unless and until it actually is exempted by a discretionary order granted received by the British Columbia Securities Commission or party for whom it is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionintended. Any fees (party may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. This letter agreement represents the final agreement among the parties hereto with respect to the Transfer Agentsubject matter hereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties relating to the subject matter hereof. This letter agreement may not be amended or modified except by a written instrument signed by each of the Standby Purchaser, Company Counsel or otherwise) associated Arch and MobileMedia. This letter agreement shall be governed by and construed in accordance with the issuance laws of such opinion or the removal State of such legend Delaware without regard to its principles of conflicts of law. This letter agreement may be executed in counterparts which, taken together, shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended constitute one and the Registration Statement is no longer valid for such purposesame instrument. The Very truly yours, NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: Northwestern Investment Mangement Company may not make any notation on its records or give instructions By: /s/ Xxxxxx X. Xxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxx Its: Managing Director Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Securities Department ACCEPTED AND AGREED TO: ARCH COMMUNICATIONS GROUP, INC. By: /s/ J. Xxx Xxxxxx ------------------------------------ Name: J. Xxx Xxxxxx Its: Executive Vice President and Chief Financial Officer Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Chairman and Chief Executive Officer With copy to: Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxx X. Xxxxxxxx Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 25 Subject 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account entry of the Purchaser’s prime broker with the Depository Trust Company.Confirmation Order: MOBILEMEDIA COMMUNICATION, INC. By: /s/ Xxxxxx X. Xxxxx ----------------------------------- Name: Xxxxxx X. Xxxxx Its: Chairman - Restructuring Address: Fort Xxx Executive Park Xxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxx, NJ 07024 Attn: Chairman - Restructuring With copy to: Sidley & Austin 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxx ANNEX I ------- COMMITMENT AMOUNTS ------------------ (dollars in millions) Column A Column B Column C Column D ----------- ------------ -------- -----------

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earliest of (x) one year from the Closing Date, (y) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions and (z) the date specified therein or in connection with any sale date, if any, that is exempted by a discretionary order granted the registration statement covering the resale of the Securities has been declared effective by the British Columbia Securities Commission or is qualified by Commission, the Company shall cause Company Counsel to issue to the Transfer Agent a prospectus for which a receipt has been issued by the British Columbia Securities Commissionlegal opinion. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will, no later than five Business Days after two (2) Trading Days, in each case following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or to the Effective DateTransfer Agent (with notice to the Company) remove of a legended certificate (or book entry certificate) representing Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant reissuance and/or transfer), deliver or cause to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a book-entry notation (or certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that that, if Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, Purchaser hereby agrees to only sell such Securities whenduring such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanyCompany and assuming cashless exercise of the Warrants), or (iii) such Securities are eligible for sale under Rule 144(k144, 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 (assuming cashless exercise of the Warrants). The Canadian Legend may Following the earlier of (i) the Effective Date and (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions, the date specified therein or in connection with any sale that is exempted by Company shall cause Company Counsel to issue to the Transfer Agent a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionlegal opinion. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not later than five Business Days after will promptly following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company (with written notice to the Company) of (i) a book-entry notation representing Shares, Conversion Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.1(a), or (ii) an Exercise Notice (as defined in the Effective DateWarrants) remove in the Securities Act Legend from manner stated in the Common Shares. In Warrants to effect the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if the Company delivers written notification Warrant in accordance with its terms, deliver or cause to such be delivered to Purchaser that sales pursuant to the Registration Statement have been suspended a book-entry notation free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by Pxxxxxxxx.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or cause to be issued a certificate without such legend or any other legend affixed pursuant to this Agreement to the holder of the applicable Shares or Warrant Shares upon which it is stamped or issue or cause to be issued to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Securities are registered for resale under the Securities Act (provided that sold pursuant to an effective Registration Statement and the Purchaser agrees has delivered a signed and completed Purchaser’s Certificate of Subsequent Sale in substantially the form of Exhibit G attached hereto (the “Certificate of Sale”) with respect to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Securities, (ii) such Securities are sold or transferred pursuant to Rule 144 and the Purchaser delivers a signed customary seller representation letter, broker representation letter and a copy of a filed Form 144 (if the transferor is not an Affiliate of the Companyapplicable), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after 144 without restriction and the date specified therein or in connection with any sale that is exempted by Purchaser delivers a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionsigned customary non-affiliate represenation letter. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business (5) Trading Days after following the Registration Statement has been declared effective delivery by a Purchaser to the Commission; provided that share certificates Transfer Agent (with notice to the Company) of a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and warrant certificates have been surrendered otherwise in form necessary to affect the reissuance and/or transfer) and delivery to the Company by of the Effective Date) remove aforementioned documents, deliver or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such Securities Act Legend that is free from the Common Shares. In the event the Purchaser is holding Common Shares without a legend all restrictive and other legends that were affixed pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposeAgreement. 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. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchasers, as applicable, by crediting the account of the transferee’s Purchaser’s prime broker with the Depository Trust CompanyDTC.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b)(A) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery, with respect to Affiliates, to the extent permitted, at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that that, if the Purchaser Stockholder is selling pursuant to the effective registration statement registering the Securities for resale, the Stockholder agrees to only sell such Securities whenduring such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may 144, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionrestrictions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such the legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Stockholder to the Company (with notice to the Company) of (x) a legended certificate representing Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and (y) an opinion of counsel to the extent required by the Effective DateSection 4.1(a) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision(such third (3rd) Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser Stockholder a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Stockholders by crediting the account of the PurchaserStockholder’s prime broker with the Depository Trust CompanyDTC as directed by such Stockholder.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earlier of (i) one year from the Closing Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, the date specified therein or Company shall cause Company Counsel to issue to the Transfer Agent the legal opinion referred to in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business two (2) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended certificate representing Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provisionreissuance and/or transfer) (such second (2nd) Trading Day, the Purchaser hereby agrees “Legend Removal Date”), deliver or cause to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may be removed if Certificates evidencing the Warrant Shares shall not contain any legend: (i) while a registration statement covering the resale of such Securities are registered for resale security is effective under the Securities Act (provided that the Purchaser agrees to only sell such Securities whenAct, and as permitted, by the effective registration statement permitting such resale), or (ii) following any sale of such Securities are sold or transferred Warrant Shares pursuant to Rule 144 (if the transferor is not an Affiliate assuming cashless exercise of the CompanyWarrants), or (iii) if such Securities Warrant Shares are eligible for sale under Rule 144(k144 (assuming cashless exercise of the Warrants), 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 Canadian Legend Holders shall cause their counsel to issue a legal opinion to the Transfer Agent or HoldCo promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by XxxxXx, respectively. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be removed in connection with any sale occurring after sold under Rule 144 (assuming cashless exercise of the date specified therein Warrants) or in connection with any sale that if such legend is exempted by a discretionary order granted by not otherwise required under applicable requirements of the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been Act (including judicial interpretations and pronouncements issued by the British Columbia Securities staff of the Commission) then such Warrant Shares shall be issued free of all legends. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of HoldCo agrees that following such opinion or the removal of time as such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for required under this Agreement or the Business Combination Agreement, HoldCo will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Holder to HoldCo or the Transfer Agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such purposedate, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate representing such shares that is free from all restrictive and other legends. The Company HoldCo 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 Sectiontransfer. Certificates for Shares or Warrant Shares subject to legend removal hereunder may shall be transmitted by the Transfer Agent to the Purchasers Holder by crediting the account of the PurchaserHolder’s prime broker with the Depository Trust CompanyCompany System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on HoldCo’s primary Trading Market with respect to the HoldCo Equity Securities as in effect on the date of delivery of a certificate representing Warrant Shares issued with a restrictive legend.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities To the extent the resale of any Purchased Shares or Warrant Shares are registered for resale under the Securities Act (provided that pursuant to an effective Registration Statement naming the Purchaser holder thereof as a selling stockholder, the Company agrees to only sell such promptly (and no later than two Business Days following request by a selling stockholder following a resale of any Registrable Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if an effective Registration Statement) authorize the transferor is not an Affiliate removal of the Company), legend set forth in Section 4.1(b) and any other legend not required by applicable law from such Purchased Shares or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionWarrant Shares. Any fees (with respect to the Transfer Agent, Company Counsel counsel or otherwise) associated with the issuance of such opinion or the removal of such legend legend(s) shall be borne by the Company. Notwithstanding The Purchaser hereby covenants and agrees that (i) to the extent resales of the Purchased Shares or Warrant Shares are made pursuant to such effective Registration Statement, that such resales will be made only during the time that such Registration Statement is effective and not withdrawn or suspended and only as permitted by such Registration Statement, and otherwise in compliance with the Securities Act (including applicable prospectus delivery obligations), and (ii) to the extent resales of the Purchased Shares or Warrant Shares are made pursuant to an available exemption from the registration requirements of the Securities Act, such resales will be made only as permitted by such exemption and otherwise in compliance with the Securities Act. (ii) The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any other provisions contained in legend from the Purchased Shares or the Warrant Shares (i) within two Business Days of request of the Purchaser following any sale of such Purchased Shares or Warrant Shares pursuant to Rule 144, or (ii) if such Purchased Shares or Warrant Shares are eligible for sale under Rule 144 following the expiration of the applicable holding requirement thereof. Following the time a legend is no longer required for the Purchased Shares or Warrant Shares under this AgreementSection 4.1(c)(ii), the Company shall as soon as practicable (but not will, no later than five two Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or give instructions to the Transfer Agent of a certificate representing such Purchased Shares or Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Purchaser a certificate representing such shares that enlarge the restrictions on transfer set forth in this Sectionis free from all restrictive and other legends. Certificates for Purchased Shares or Warrant Shares subject to legend removal hereunder may shall be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyCompany System as directed by the Purchaser.

Removal of Legends. The legends set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legends or any other legend to the holder of the applicable Securities Act Legend upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (A) such Securities have been or may be removed if transferred in accordance with the terms of the NOL Lock-Up Agreement without restriction; and (B) (i) such Securities are registered for sold or transferred pursuant to an effective Registration Statement covering the resale under the Securities Act (provided that the Purchaser agrees to only sell of such Securities when, and as permitted, by the effective registration statement permitting such resale)Purchasers, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale without any restrictions under Rule 144(k144 (any Securities meeting such criteria being referred to as “Unrestricted Securities”). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that Following such time as a legend is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus no longer required for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreementcertain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after (or such shorter time as may in the Registration Statement has been declared effective future be required pursuant to applicable law or regulation for the settlement of trades in securities on the Principal Trading Market) following the delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed if so required by the Effective Date) remove Transfer Agent in the Securities Act Legend from ordinary course of business, and otherwise in form necessary to effect the Common Shares. In reissuance and/or transfer), deliver or cause to be delivered to the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales transferee of such Common Shares if the Company delivers written notification to Purchaser or such Purchaser Purchaser, as applicable, a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for free from such purposelegend. 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. Certificates In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its commercially reasonable efforts to transmit certificates for Shares or Warrant Shares Securities subject to full legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system, or any successor system thereto. The time periods for delivery shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. Each Purchaser agrees that the removal of (x) the restrictive legend referring to the NOL Lock-Up Agreement from any certificates representing Securities as set forth in this Section 4.1(c) is predicated upon either (A) a transfer of such Securities in strict compliance with the terms of the NOL Lock-Up Agreement or (B) the termination of the restrictions set forth in the NOL Lock-Up Agreement; and (y) the restrictive legend referring to the Securities Act from any certificates representing Securities as set forth in this Section 4.1(c) above is predicated upon the Company’s reliance that such Purchaser 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, and that if such Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue to such holder the applicable Shares in book-entry form free and clear of such legend or any other legends by electronic delivery at the applicable balance account at the Depository Trust Company, if (i) such Securities Shares are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), ) or (iii) such Securities Shares are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend Company agrees that it shall cause Company Counsel (i) after the Effective Date, to issue to the Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions of Company Counsel as may reasonably be removed required by the Transfer Agent in connection with any the removal of legends pursuant to this Section 4.1(c) following receipt of the certificates and documents contemplated below. Following Rule 144 becoming available for the resale of the 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 manner-of-sale occurring after restrictions, the date specified therein Company, upon the request of Bayer and delivery of the certificates and documents contemplated below, shall cause Company Counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Shares are eligible for sale under Rule 144 without the requirement for the Company to be in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale that is exempted by a discretionary order granted by restrictions and providing for the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by removal of the British Columbia Securities Commissionappropriate restrictive legends. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for the Shares, the Company shall as soon as practicable (but not later than five Business Days after will promptly upon written request from Bayer instruct the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered Transfer Agent to the Company by the Effective Date) remove the Securities Act Legend restrictive notation from the Common book entries evidencing the Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanySection 4.1(c).

Removal of Legends. (i) The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities Shares are registered for resale under the Securities Act (provided that that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Securities whenShares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective such registration statement permitting such resalestatement), (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities Shares are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may be removed in connection with any sale occurring after Following the date specified therein on which Rule 144 becomes available for the resale of the 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 in connection with any manner-of-sale that is exempted by restrictions, the Company shall cause Company Counsel to issue to the Transfer Agent a discretionary order granted by legal opinion regarding the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Purchaser’s ability to resell the British Columbia Securities CommissionShares pursuant to Rule 144. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Shares, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company (with notice to Company Counsel) of a legended certificate representing Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and an opinion of counsel to the extent required by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event Section 4.1(a), deliver or cause to be delivered to the Purchaser a certificate representing such Shares that is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by the Purchaser. (ii) The Company agrees that following such time as the legend is no longer required, it will, no later than three (3) Trading Days following the delivery by the Purchaser to the Transfer Agent of a (i) certificate representing Shares issued with a restrictive legend if such Shares are certificated, or (ii) written notice requesting the removal of any restrictive legend from the entry in the applicable balance account evidencing such Shares, as the case may be, (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser such Shares, free from all restrictive and other legends, by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by the Purchaser. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Article IV. (iii) If the Purchaser shall make a sale or transfer of any Shares either pursuant to (x) Rule 144 or (y) a registration statement, and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing the applicable Shares containing a restrictive 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 delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to the Purchaser a certificate representing such Shares that is free from all restrictive or other legends by 6:00 p.m. (New York City time) on the third Trading Day on which the Ordinary Shares are listed or quoted for trading following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time such Shares are received free from restrictive legends, the Purchaser, or any third party on behalf of the Purchaser, purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Purchaser of such Shares (a “Buy-In”), then, in addition to any other rights available to the Purchaser under the Transaction Documents and applicable law, the Company shall pay in cash to the Purchaser (for costs incurred either directly by the Purchaser or on behalf of a third party) the amount by which the total purchase price paid for the Ordinary Shares as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by the Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth herein.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b)(i) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Canadian Legend may 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 removed in connection compliance with any the current public information required under Rule 144 as to such securities and without volume or manner-of-sale occurring after restrictions, the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Company shall issue to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Transfer Agent the British Columbia Securities CommissionIrrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not later than five Business Days after will promptly following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of (i) a legended certificate representing Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to effect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms, and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a) deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposefree from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. The Company agrees to issue or reissue certificates representing any of the Depository Trust Company.Securities bearing the legend set out above in Section 4.1(b)(ii without such legend where the Purchasers, prior to making any transfer of any such Securities, shall give written notice to the Company confirming that the transfer is through an exchange, or a market, outside of Canada, or to a person or company outside of Canada

Removal of Legends. The Securities Act Legend may Promptly, and in no event later than two (2) Business Days, following a request by Purchaser, the legend set forth in Section 4.1(a) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder (if such Securities are DTC eligible) by electronic delivery at the applicable account at the Depository Trust Company (“DTC”) designated by such holder, if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), or (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser. Nothing herein shall limit Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Depository Trust Company’s failure to timely deliver certificates representing Securities without legends as required pursuant to the terms hereof; provided, however, that Purchaser shall not be entitled to both (i) require the reissuance of the Securities submitted for legend removal for which such conversion was not timely honored and (ii) receive the type and number of Securities that would have been issued if the Company had timely complied with its delivery requirements hereunder. If the Company fails to deliver to a Purchaser (or its transferee) the applicable certificate or certificates without any legend or issue to such holder by electronic delivery at the applicable account at the DTC within such two (2) Business Day period, and if after such date Purchaser is required to or otherwise purchases (in an open market transaction or otherwise), Securities to deliver in satisfaction of a sale by Purchaser of Securities which Purchaser was entitled to receive without a legend (a “Buy-In”), then the Company shall (A) pay in cash to Purchaser (in addition to any other remedies available to or elected by Purchaser) the amount by which (x) Purchaser’s total purchase price (including any brokerage commissions) for the Securities so purchased exceeds (y) the product of (1) the aggregate number of Securities at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) reissue (if surrendered) the type and number of Securities equal to the type and number of Securities submitted for legend removal. For example, if Purchaser purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to which the actual sale price (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay Purchaser $1,000. Purchaser shall provide the Company written notice, within three (3) trading days after the occurrence of a Buy-In, indicating the amounts payable to Purchaser in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Securities without legends as required pursuant to the terms hereof; provided, however, that Purchaser shall not be entitled to both (i) require the reissuance of the Securities submitted for legend removal for which such conversion was not timely honored and (ii) receive the type and number of Securities that would have been issued if the Company had timely complied with its delivery requirements hereunder.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if assuming the transferor is not an Affiliate of the Company)) or Rule 144A, or (iii) such Securities are eligible for sale under Rule 144(k)144 without application of the requirements of paragraph (c)(i) thereof. The Canadian Legend may be removed Company shall cause its counsel to issue the legal opinion referred to in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by Irrevocable Transfer Agent Instructions to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by Company’s transfer agent on the British Columbia Securities CommissionEffective Date. Any fees (with respect to the Transfer Agent, counsel to the Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding If any other provisions contained in this Agreementportion 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 without application of the requirements of paragraph (c)(i) thereof, then such Warrant Shares shall be issued free of all legends. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will no later than five Business three (3) Trading Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by or the Effective DateTransfer Agent (with notice to the Company) remove of (i) a legended certificate representing such Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) or (ii) an Exercise Notice in the Common Shares. In manner stated in the event Warrants to effect the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if Warrant in accordance with its terms and an opinion of counsel to the Company delivers written notification extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may be removed In connection with the written request of a Stockholder, following the expiration of the DK/SBT Lock-up Period or DEAC Lock-up Period, as applicable to such Stockholder, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act (provided that and the Purchaser agrees registration statement for such Company Equity Interests has not been suspended pursuant to only sell such Securities when, and Section 6.04 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities shares of Common Stock are eligible for sale under pursuant to Section 4(a)(1) of the Securities Act or Rule 144(k)144 without volume or manner-of-sale restrictions. The Canadian Legend may be removed Following the earlier of (A) the effective date of a Registration Statement registering such shares of Common Stock or (B) Rule 144 becoming available for the resale of such shares of Common Stock without volume or manner-of-sale restrictions, the Company, upon the written request of the Stockholder or its permitted transferee and the provision by such person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in connection with whatever form) and shall cause Company counsel to issue any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Stockholder or its permitted transferee to the Company by or the Effective Datetransfer agent (with notice to the Company) remove of a legended certificate (if applicable) representing such shares of Common Stock and, to the Securities Act Legend from the extent required, a seller representation letter representing that such shares of Common Shares. In the event the Purchaser is holding Common Shares without a legend Stock may be sold pursuant to this provisionRule 144, and a legal opinion of reputable counsel reasonably satisfactory to the Purchaser hereby agrees Company and the transfer agent, deliver or cause to immediately halt any sales be delivered to the holder of such Company Equity Interests a certificate representing such shares of Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records Stock (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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account evidence of the Purchaser’s prime broker with the Depository Trust Companyissuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends.

Removal of Legends. Upon the written request of any Holder: (a) The Securities Act Legend may be removed Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Holder’s and/or its Affiliates’ or Permitted Transferee’s ownership of securities of the Company, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable securities upon which it is stamped, if (i) such Securities securities are registered for resale under the Securities Act (provided that and the Purchaser agrees registration statement for such securities has not been suspended pursuant to only sell such Securities when, and Section 2.7 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the SEC promulgated thereunder, (ii) such Securities securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities are eligible for sale under Rule 144(k)144 as to such securities without volume or manner-of-sale restrictions. The Canadian Legend may be removed Following the earlier of (A) the effective date of a Registration Statement registering such securities or (B) Rule 144 becoming available for the resale of such securities without volume or manner-of-sale restrictions, the Company, upon the written request of the Holder and the provision by such Holder of an opinion of reputable counsel reasonably satisfactory to the Company and the transfer agent, shall instruct the Company’s transfer agent to remove the legend from the securities (in connection with whatever form) and shall cause Company counsel to issue any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Holder to the transfer agent referred to above) shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Holder or its Affiliate to the Company by or the Effective Datetransfer agent (with notice to the Company) remove of a legended certificate (if applicable) representing such securities (endorsed or with stock powers attached, signatures guaranteed, or otherwise in form necessary to affect the Securities Act Legend from reissuance and/or transfer) and, to the Common Shares. In the event the Purchaser is holding Common Shares without extent required, a legend seller representation letter representing that such securities may be sold pursuant to this provisionRule 144, and a legal opinion of reputable counsel reasonably satisfactory to the Purchaser hereby agrees Company and the transfer agent, deliver or cause to immediately halt any sales be delivered to the holder of such Common Shares if securities a certificate representing such securities (or evidence of the Company delivers written notification to such Purchaser issuance of securities in book-entry form) that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. free from all restrictive legends. (b) The Company may not make shall cooperate with and take reasonable action to facilitate, in accordance with reasonable and customary business practices, any notation on and all Transfers for consideration or otherwise, whether voluntarily or involuntarily, by operation of law or otherwise, by any Holder or its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted Affiliates of any securities held by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Companyit.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities To the extent the resale of any Purchased Shares are registered for resale under the Securities Act (provided that pursuant to an effective Registration Statement naming the Purchaser holder thereof as a selling stockholder, the Company agrees to only sell such Securities when, and as permitted, by promptly authorize the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate removal of the Company), or (iiilegend set forth in Section 4.1(b) and any other legend not required by applicable law from such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionPurchased Shares. Any fees (with respect to the Transfer Agent, Company Counsel counsel or otherwise) associated with the issuance of such opinion or the removal of such legend legend(s) shall be borne by the Company. Notwithstanding The Purchaser hereby covenants and agrees that (i) to the extent resales of the Purchased Shares are made pursuant to such effective Registration Statement, that such resales will be made only during the time that such Registration Statement is effective and not withdrawn or suspended and only as permitted by such Registration Statement, and otherwise in compliance with the Securities Act (including applicable prospectus delivery obligations), and (ii) to the extent resales of the Purchased Shares are made pursuant to an available exemption from the registration requirements of the Securities Act, such resales will be made only as permitted by such exemption and otherwise in compliance with the Securities Act. (ii) The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any other provisions contained in legend from the Purchased Shares (i) following any sale of the Purchased Shares pursuant to Rule 144, or (ii) if such Purchased Shares are eligible for sale under Rule 144 following the expiration of the applicable holding requirement thereof. Following the time a legend is no longer required for the Purchased Shares under this AgreementSection 4.1(c)(ii), the Company shall as soon as practicable (but not will, no later than five three Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or give instructions to the Transfer Agent of a certificate representing Purchased Shares issued with a restrictive legend, deliver or cause to be delivered to the Purchaser a certificate representing such shares that enlarge the restrictions on transfer set forth in this Sectionis free from all restrictive and other legends. Certificates for Shares or Warrant Purchased Shares subject to legend removal hereunder may shall be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyCompany System as directed by the Purchaser.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale)Act, (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions, the date specified therein or in connection Company shall issue to the Transfer Agent the Irrevocable Transfer Agent Instructions with any sale that is exempted by a discretionary order granted by respect to the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissionholder of such Securities. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementAt such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not later than five Business Days after will promptly, following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with written notice to the Company) of (i) a legended certificate representing Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.1(a) or (ii) an Exercise Notice (as defined in the Effective DateWarrants) remove in the Securities Act Legend from manner stated in the Common Shares. In Warrants to effect the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales exercise of such Common Shares if the Company delivers written notification Warrant in accordance with its terms, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposefree from all restrictive legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this SectionSection 4.1(c). Certificates for Shares or Warrant Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale In connection with any sale, assignment, transfer or other disposition of the Shares or the Warrant Shares by an Investor pursuant to Rule 144, pursuant to any other exemption under the Securities Act (or pursuant to sale under an effective registration statement such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Section 4.10, if requested by the Investor, the Company shall cause the Transfer Agent to timely 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, provided that the Purchaser agrees Company has received customary representations and other documentation reasonably acceptable to only sell such Securities when, and as permitted, the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon the earlier of such time as the Shares or Warrant Shares, (i) have been sold or transferred pursuant to an effective registration statement permitting statement, (ii) have been sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public information obligations of Rule 144(c)), the Company shall promptly, after receipt of any request therefor from an Investor accompanied by such resalecustomary 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 or Warrant Shares and (B) use reasonable best efforts to cause its counsel to cooperate with the Transfer Agent to effect the removal of such legends under the Securities 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 Shares or Warrant Shares 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) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities above, as applicable, are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (satisfied with respect to such Shares or Warrant Shares. The Company shall be responsible for the fees of its Transfer Agent, Company Counsel or otherwise) Agent associated with such issuance. Notwithstanding the issuance foregoing, promptly following the effectiveness of such opinion or the removal of such legend shall be borne Registration Statement (as defined in the Registration Rights Agreement), upon receipt by the Company. Notwithstanding any other provisions contained in this AgreementCompany of an executed representation letter from an Investor, the form of which is attached as Exhibit E (the “Representation Letter”), the Company shall as soon as practicable (but not later than five Business Days after remove any legend from the Registration Statement has been declared effective book entry position evidencing the applicable Securities then held by the Commission; such Investor, provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may they are 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account an affiliate of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act Legend may be removed if (i) such Securities are registered for resale In connection with any sale, assignment, transfer or other disposition of the Shares or the Warrant Shares by an Investor pursuant to Rule 144, pursuant to any other exemption under the Securities Act (or pursuant to sale under an effective registration statement such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Section 4.11, if requested by the Investor, the Company shall cause the Transfer Agent to timely 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, provided that the Purchaser agrees Company has received customary representations and other documentation reasonably acceptable to only sell such Securities when, and as permitted, the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon the earlier of such time as the Shares or Warrant Shares, (i) have been sold or transferred pursuant to an effective registration statement permitting statement, (ii) have been sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public information obligations of Rule 144(c)), the Company shall promptly, after receipt of any request therefor from an Investor accompanied by such resalecustomary 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 or Warrant Shares and (B) use reasonable best efforts to cause its counsel to cooperate with the Transfer Agent to effect the removal of such legends under the Securities 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 Shares or Warrant Shares 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) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities above, as applicable, are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (satisfied with respect to such Shares or Warrant Shares. The Company shall be responsible for the fees of its Transfer Agent, Company Counsel or otherwise) Agent associated with such issuance. Notwithstanding the issuance foregoing, promptly following the effectiveness of such opinion or the removal of such legend shall be borne Registration Statement (as defined in the Registration Rights Agreement), upon receipt by the Company. Notwithstanding any other provisions contained in this AgreementCompany of an executed representation letter from an Investor, the form of which is attached as Exhibit F (the “Representation Letter”), the Company shall as soon as practicable (but not later than five Business Days after remove any legend from the Registration Statement has been declared effective book entry position evidencing the applicable Securities then held by the Commission; such Investor, provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may they are 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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account an affiliate of the Purchaser’s prime broker with the Depository Trust Company.

Removal of Legends. The Securities Act If permitted by the Company's transfer agent, the Legend shall be removed and the Company shall issue a certificate without such Legend to the holder of any Security upon which it is stamped, and a certificate for a security shall be originally issued without the Legend, if, unless otherwise required by state securities laws, (x) the sale of such Security is registered under the 1933 Act, or (y) such holder provides (see Section 4(n)) the Company with an opinion by counsel reasonably satisfactory to the Company, that is in form, substance and scope reasonably satisfactory to the Company, to the effect that a public sale or transfer of such Security may be removed if made without registration under the 1933 Act or (iz) such Securities are registered for resale under holder provides the Securities Act (provided Company with assurances reasonably satisfactory to the Company and its counsel, that such Security can be sold pursuant to Rule 144. The Buyer agrees that its sale of all Securities, including those represented by a certificate(s) from which the Purchaser agrees Legend has been removed, or which were originally issued without the Legend, shall be made only pursuant to only sell such Securities when, and as permitted, by the an effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant and to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed deliver a prospectus in connection with any sale occurring after the date specified therein such sale) or in connection compliance with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend an exemption from the Common Sharesregistration requirements of the 1933 Act. In the event the Purchaser Legend is holding Common Shares removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a legend pursuant to this provision, registration statement covering the Purchaser hereby agrees to immediately halt any sales of such Common Shares if Security is suspended or the Company delivers written notification determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the holder of such Purchaser Security, the Company shall be entitled to require that sales the Legend be placed upon any such Security which cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the Registration Statement have opinion referred to in clause (y) next above has not been suspended and rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 (or such holder provides the Registration Statement is no longer valid for such purposeopinion with respect thereto described in clause (y) next above. The Company may not make any notation on its records or give instructions Notwithstanding anything herein to the Transfer Agent that enlarge contrary, the restrictions on transfer set forth in this Section. Certificates for Shares Buyer shall not pledge or Warrant Shares subject sell the Securities to legend removal hereunder may be transmitted by the Transfer Agent any third party (other than to the Purchasers by crediting the account an affiliate of the Purchaser’s prime broker Buyer) without the Company's prior written consent (such consent not to be unreasonably withheld), except that this sentence shall not operate to restrict the Buyer from selling in its discretion Conversion Shares received upon conversions of Notes, so long as such sales are made in accordance with this Agreement, the Depository Trust Companyterms of the Notes and applicable law.

Removal of Legends. The Securities Act Legend legends set forth in Section 5.2(b) above shall be removed and the Company shall issue or shall direct its transfer agent to issue a certificate without such legends or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (A) such Shares have been or may be removed if transferred in accordance with the terms of this Agreement and the Stockholder Agreement without restriction; and (B) (i) such Securities Shares are registered for resale under the Securities Act (provided that the Purchaser agrees sold or transferred pursuant to only sell such Securities when, and as permitted, by the an effective registration statement permitting covering the resale of such resale)Shares by the Purchaser, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale without any restrictions under Rule 144(k144 (any Shares meeting such criteria being referred to as “Unrestricted Securities”). The Canadian Legend Following such time as a legend is no longer required for certain Shares, the Company will no later than two (2) Business Days (or such shorter time as may in the future be removed required pursuant to applicable law or regulation for the settlement of trades in securities on Nasdaq) following the delivery by the Purchaser to the Company or the Company’s transfer agent of a certificate representing Shares and if such Shares are certificated, issued with a restrictive legend, together with such representations and covenants of the Purchaser or the Purchaser’s executing broker as the transfer agent may reasonably require in connection with any sale occurring after therewith, deliver or cause to be delivered to the date specified therein or in connection with any sale Purchaser a book entry position representing such shares that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect free from any legend referring to the Transfer AgentSecurities Act. In lieu of delivering physical certificates, Company Counsel or otherwise) associated with upon the issuance written request of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementPurchaser, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share use its commercially reasonable efforts to transmit certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or 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 full legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, or any successor system thereto. The time periods for delivery shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. The Purchaser agrees that (x) the removal of the restrictive legend referring to the Stockholder Agreement from any certificates representing Shares as set forth in this Section 5.2(c) is predicated upon either (A) a transfer of such Shares in compliance with the terms of this Agreement or the Stockholder Agreement or (B) the termination of the restrictions set forth in this Agreement or the Stockholder Agreement; and (y) the removal of the restrictive legend referring to the Securities Act from any certificates representing Shares as set forth in this Section 5.2(c) above is predicated upon the Company’s reliance that the Purchaser would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Removal of Legends. The Securities Act Legend may shall be removed if and the Company shall issue a certificate without such Legend to the holder of any Securities upon which it is stamped, and a certificate for Securities shall be originally issued without the Legend, if, unless otherwise required by state securities laws, (i) the sale of such Securities are is registered for resale under the Securities Act, or (ii) such holder provides the Company with an opinion by counsel reasonably satisfactory to the Company, that is in form, substance and scope reasonably satisfactory to the Company, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such holder provides the Company with assurances reasonably satisfactory to the Company and its counsel, that such Securities are eligible for sale under can be sold pursuant to Rule 144(k)144. The Canadian Purchaser agrees that its sale of all Securities, including those represented by a certificate(s) from which the Legend may has been removed, or which were originally issued without the Legend, shall be removed made only pursuant to an effective registration statement (and to deliver a prospectus in connection with any sale occurring after the date specified therein such sale) or in connection compliance with any sale that is exempted by a discretionary order granted by an exemption from the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance registration requirements of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common SharesAct. In the event the Purchaser Legend is holding Common Shares removed from any Securities or any Securities is issued without the Legend and thereafter the effectiveness of a legend pursuant to this provision, registration statement covering the Purchaser hereby agrees to immediately halt any sales of such Common Shares if Securities is suspended or the Company delivers written notification determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the holder of such Purchaser Securities, the Company shall be entitled to require that sales the Legend be placed upon any such Securities which cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the Registration Statement have opinion referred to in clause (ii) next above has not been suspended and the Registration Statement is no longer valid for rendered, which Legend shall be removed when such purpose. 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 Securities may be transmitted by sold pursuant to an effective registration statement or Rule 144 (or such holder provides the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker opinion with the Depository Trust Companyrespect thereto described in clause (ii) next above.

Removal of Legends. The Securities Act Legend may legend set forth in Section 6(a)(i) above shall be removed if and the Company shall issue a book-entry notation (or certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at the DTC, upon the earlier to occur of (i) such Securities are registered for resale under the Securities Act and Purchaser has provided to the Company representations of itself and, if applicable, its broker reasonably satisfactory to its counsel and transfer agent that such Shares may be delegended (provided that that, if the Purchaser is selling pursuant to the effective Registration Statement (as defined in Section 7 below) registering the Purchaser Shares for resale, the Purchaser hereby agrees to only sell such Securities whenPurchaser Shares during such time that such Registration Statement is effective and not withdrawn or suspended, and only as permitted, permitted by the effective registration statement permitting such resaleRegistration Statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the CompanySecurities Act (“Rule 144”), or (iii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend Following the earlier of (i) the Registration Effective Date (as defined below) and (ii) Rule 144 becoming available for the resale of the Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions (and provided that Purchaser has provided to the Company representations of itself and, if applicable, its broker reasonably satisfactory to its counsel and transfer agent that such Shares may be removed in connection with delegended), the Company shall use its reasonable best efforts to cause Company Counsel or any sale occurring after subsequent counsel to issue a legal opinion to the date specified therein transfer agent or in connection with any sale that is exempted by a discretionary order granted the Purchaser promptly if required by the British Columbia transfer agent to effect the removal of the legend hereunder. For the avoidance of doubt, the removal of such legends pursuant to the previous sentence shall not be conditioned upon the sale, transfer or disposition of the Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities CommissionPurchaser. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing the Registration Effective Date, or at such earlier time as a legend is no longer required for the Purchaser Shares (and provided that Purchaser has provided to the Company representations of itself and, if applicable, its broker reasonably satisfactory to its counsel and transfer agent that such Shares may be delegended), the Company shall as soon as practicable (but not will, no later than five two (2) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company (with written notice to the Company) of a book-entry notation representing the Purchaser’s Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 6(a)(i) (such date, the Effective “Legend Removal Date) remove the Securities Act Legend from the Common Shares. In the event ”), deliver or cause to be delivered to the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended book-entry notation free from all restrictive and the Registration Statement is no longer valid for such purposeother legends. The Company may not make any notation on its records or give instructions to the Transfer Agent transfer agent that enlarge the restrictions on transfer set forth in this SectionSection 6(a)(ii). Certificates for Shares or Warrant Shares Book-entry notations subject to legend removal hereunder may be transmitted by the Transfer Agent transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may Promptly, and in no event later than two (2) Business Days, following a request by a Purchaser, the legend set forth in Section 4.1(a) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder (if such Securities are DTC eligible) by electronic delivery at the applicable account at the Depository Trust Company (“DTC”) designated by such holder, if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), or (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(k). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreement, the Company shall as soon as practicable (but not later than five Business Days after the Registration Statement has been declared effective by the Commission; provided that share certificates and warrant certificates have been surrendered to the Company by the Effective Date) remove the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Warrant Shares Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the such Purchaser’s prime broker with DTC as directed by such Purchaser. Nothing herein shall limit a Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Depository Trust Company’s failure to timely deliver certificates representing Securities without legends as required pursuant to the terms hereof; provided, however, such Purchaser shall not be entitled to both (i) require the reissuance of the Securities submitted for legend removal for which such conversion was not timely honored and (ii) receive the type and number of Securities that would have been issued if the Company had timely complied with its delivery requirements hereunder. If the Company fails to deliver to a Purchaser (or its transferee) the applicable certificate or certificates without any legend or issue to such holder by electronic delivery at the applicable account at the DTC within such two (2) Business Day period, and if after such date such Purchaser is required to or otherwise purchases (in an open market transaction or otherwise), Securities to deliver in satisfaction of a sale by such Purchaser of Securities which such Purchaser was entitled to receive without a legend (a “Buy-In”), then the Company shall (A) pay in cash to such Purchaser (in addition to any other remedies available to or elected by such Purchaser) the amount by which (x) such Purchaser’s total purchase price (including any brokerage commissions) for the Securities so purchased exceeds (y) the product of (1) the aggregate number of Securities at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) reissue (if surrendered) the type and number of Securities equal to the type and number of Securities submitted for legend removal. For example, if a Purchaser purchases common shares having a total purchase price of $11,000 to cover a Buy-In with respect to which the actual sale price (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay such Purchaser $1,000. Such Purchaser shall provide the Company written notice, within three (3) trading days after the occurrence of a Buy-In, indicating the amounts payable to such Purchaser in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Securities without legends as required pursuant to the terms hereof; provided, however, that such Purchaser shall not be entitled to both (i) require the reissuance of the Securities submitted for legend removal for which such conversion was not timely honored and (ii) receive the type and number of Securities that would have been issued if the Company had timely complied with its delivery requirements hereunder.

Removal of Legends. The Securities Act Legend legends set forth in Section 5.4(b) above shall be removed and the Company shall issue a certificate without such legends or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (A) such Shares have been or may be removed if transferred in accordance with the terms of the Standstill Agreement without restriction; and (B) (i) such Securities Shares are registered for sold or transferred pursuant to an effective Registration Statement covering the resale under the Securities Act (provided that the Purchaser agrees to only sell of such Securities when, and as permitted, Shares by the effective registration statement permitting such resale)Purchaser, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale without any restrictions under Rule 144(k144 (any Securities meeting such criteria being referred to as “Unrestricted Securities”). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that Following such time as a legend is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus no longer required for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreementcertain Shares, the Company shall as soon as practicable (but not will no later than five Business Days after three (3) business days (or such shorter time as may in the Registration Statement has been declared effective future be required pursuant to applicable law or regulation for the settlement of trades in securities on The NASDAQ Global Select Market) following the delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company by or the Effective Date) remove Company’s transfer agent of a certificate representing Shares and if such Shares are certificated, issued with a restrictive legend, together with such representations and covenants of the Purchaser or the Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to the Purchaser a book entry position representing such shares that is free from any legend referring to the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposeAct. 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 5.4. Certificates In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its commercially reasonable efforts to transmit certificates for Shares or Warrant Shares subject to full legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, or any successor system thereto. The time periods for delivery shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. The Purchaser agrees that the removal of (x) the restrictive legend referring to the Standstill Agreement from any certificates representing Shares as set forth in this Section 5.4(c) is predicated upon either (A) a transfer of such Shares in strict compliance with the terms of the Standstill Agreement or (B) the termination of the restrictions set forth in the Standstill Agreement; and (y) the restrictive legend referring to the Securities Act from any certificates representing Shares as set forth in this Section 5.4(c) above is predicated upon the Company’s reliance that such Purchaser would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

Removal of Legends. The Securities Act Legend legends set forth in Section 5.4(b) above shall be removed and the Company shall issue a certificate without such legends or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (A) such Shares have been or may be removed if transferred in accordance with the terms of the Standstill Agreement without restriction; and (B) (i) such Securities Shares are registered for resale under the Securities Act (provided that the Purchaser agrees sold or transferred pursuant to only sell such Securities when, and as permitted, by the an effective registration statement permitting covering the resale of such resale)Shares by the Purchaser, (ii) such Securities Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities Shares are eligible for sale without any restrictions under Rule 144(k144 (any Securities meeting such criteria being referred to as “Unrestricted Securities”). The Canadian Legend may be removed in connection with any sale occurring after the date specified therein or in connection with any sale that Following such time as a legend is exempted by a discretionary order granted by the British Columbia Securities Commission or is qualified by a prospectus no longer required for which a receipt has been issued by the British Columbia Securities Commission. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this Agreementcertain Shares, the Company shall as soon as practicable (but not will no later than five Business Days after three (3) business days (or such shorter time as may in the Registration Statement has been declared effective future be required pursuant to applicable law or regulation for the settlement of trades in securities on The Nasdaq Global Select Market) following the delivery by the Commission; provided that share certificates and warrant certificates have been surrendered Purchaser to the Company by or the Effective Date) remove Company’s transfer agent of a certificate representing Shares and if such Shares are certificated, issued with a restrictive legend, together with such representations and covenants of the Purchaser or the Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to the Purchaser a book entry position representing such shares that is free from any legend referring to the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purposeAct. 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 5.4. Certificates In lieu of delivering physical certificates, upon the written request of any Purchaser, the Company shall use its commercially reasonable efforts to transmit certificates for Shares or Warrant Shares subject to full legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers such Purchaser by crediting the account of the transferee’s Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, or any successor system thereto. The time periods for delivery shall apply to the Depository Trust electronic transmittals described herein. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. The Purchaser agrees that the removal of (x) the restrictive legend referring to the Standstill Agreement from any certificates representing Shares as set forth in this Section 5.4(c) is predicated upon either (A) a transfer of such Shares in strict compliance with the terms of the Standstill Agreement or (B) the termination of the restrictions set forth in the Standstill Agreement; and (y) the restrictive legend referring to the Securities Act from any certificates representing Shares as set forth in this Section 5.4(c) above is predicated upon the Company’s reliance that such Purchaser would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earliest of (i) one year from the Closing Date, (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions and (iii) the date specified therein or in connection with any sale date, if any, that is exempted by a discretionary order granted the registration statement covering the resale of the Securities has been declared effective by the British Columbia Securities Commission or is qualified by Commission, the Company shall cause Company Counsel to issue to the Transfer Agent a prospectus for which a receipt has been issued by the British Columbia Securities Commissionlegal opinion. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will, no later than five Business Days after two (2) Trading Days, in each case following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended certificate (or book entry certificate) representing Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant reissuance and/or transfer), deliver or cause to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.

Removal of Legends. The Securities Act Legend may be removed In connection with the written request of a Stockholder, following the expiration of the applicable Lock-up Period, the Company shall remove any restrictive legend included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Stockholder’s and/or its Affiliates’ or permitted transferee’s ownership of Common Stock, and the Company shall issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder of the applicable shares of Common Stock upon which it is stamped, if (i) such Securities shares of Common Stock are registered for resale under the Securities Act (provided that and the Purchaser agrees Registration Statement for such Company Equity Interests has not been suspended pursuant to only sell such Securities when, and Section 5.04 hereof or as permitted, otherwise required by the effective registration statement permitting such resale)Securities Act, the Exchange Act or the rules and regulations of the Commission promulgated thereunder, (ii) such Securities shares of Common Stock are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company)144, or (iii) such Securities shares of Common Stock are eligible for sale under pursuant to Section 4(a)(1) of the Securities Act or Rule 144(k)144 without volume or manner-of-sale restrictions. The Canadian Legend may be removed Following the earlier of (A) the effective date of a Registration Statement registering such shares of Common Stock or (B) Rule 144 becoming available for the resale of such shares of Common Stock without volume or manner-of-sale restrictions, the Company, upon the written request of the Stockholder or its permitted transferee and the provision by such person of an opinion of reputable counsel reasonably satisfactory to the Company and the Company’s transfer agent, shall instruct the Company’s transfer agent to remove the legend from such shares of Common Stock (in connection with whatever form) and shall cause Company counsel to issue any sale occurring after the date specified therein or in connection with any sale that is exempted by a discretionary order granted legend removal opinion required by the British Columbia Securities Commission or is qualified by a prospectus for which a receipt has been issued by the British Columbia Securities Commissiontransfer agent. Any fees (with respect to the Transfer Agenttransfer agent, Company Counsel counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend (except for the provision of the legal opinion by the Stockholder or its permitted transferee to the transfer agent referred to above) shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementIf a legend is no longer required pursuant to the foregoing, the Company shall as soon as practicable (but not will no later than five (5) Business Days after following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered any Stockholder or its permitted transferee to the Company by or the Effective Datetransfer agent (with notice to the Company) remove of a legended certificate (if applicable) representing such shares of Common Stock and, to the Securities Act Legend from the extent required, a seller representation letter representing that such shares of Common Shares. In the event the Purchaser is holding Common Shares without a legend Stock may be sold pursuant to this provisionRule 144, and a legal opinion of reputable counsel reasonably satisfactory to the Purchaser hereby agrees Company and the transfer agent, deliver or cause to immediately halt any sales be delivered to the holder of such Company Equity Interests a certificate representing such shares of Common Shares if the Company delivers written notification to such Purchaser that sales pursuant to the Registration Statement have been suspended and the Registration Statement is no longer valid for such purpose. The Company may not make any notation on its records Stock (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 may be transmitted by the Transfer Agent to the Purchasers by crediting the account evidence of the Purchaser’s prime broker with the Depository Trust Companyissuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends.

Removal of Legends. The Securities Act Legend may legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that the Purchaser agrees to only sell such Securities when, and as permitted, by the effective registration statement permitting such resale), (ii) such Securities are sold or transferred pursuant to the effective registration statement registering the Securities for resale (during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement) or Rule 144 (if the transferor is not an Affiliate of the Company), or (iiiii) such Securities are eligible for sale under Rule 144(k)144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions. The Canadian Legend may Following the earliest of (i) one (1) year from the Closing Date, (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be removed in connection compliance with any the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale occurring after restrictions and (iii) the date specified therein or in connection with any sale date, if any, that is exempted by a discretionary order granted the registration statement covering the resale of the Securities has been declared effective by the British Columbia Securities Commission or is qualified by Commission, the Company shall cause Company Counsel to issue to the Transfer Agent a prospectus for which a receipt has been issued by the British Columbia Securities Commissionlegal opinion. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Notwithstanding any other provisions contained in this AgreementFollowing such time as a legend is no longer required for certain Securities, the Company shall as soon as practicable (but not will, no later than five Business Days after two (2) Trading Days, in each case following the Registration Statement has been declared effective delivery by the Commission; provided that share certificates and warrant certificates have been surrendered a Purchaser to the Company by (with notice to the Effective DateCompany) remove of a legended certificate (or book entry certificate) representing Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the Securities Act Legend from the Common Shares. In the event the Purchaser is holding Common Shares without a legend pursuant reissuance and/or transfer), deliver or cause to this provision, the Purchaser hereby agrees to immediately halt any sales of such Common Shares if the Company delivers written notification be delivered to such Purchaser a certificate representing such Securities that sales pursuant to the Registration Statement have been suspended is free from all restrictive and the Registration Statement is no longer valid for such purposeother 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 Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust CompanyDTC as directed by such Purchaser.