Common use of Removal of Restrictive Legend Clause in Contracts

Removal of Restrictive Legend. Notwithstanding the foregoing, the certificates evidencing the shares of Series B-2 Preferred Stock shall not contain any legend restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i)): (A) while a registration statement covering the sale or resale of such shares is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the Holder provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144, or (C) if such shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the Holder, or (D) if at any time on or after the date that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company and that the Holder’s holding period for the purposes of Rule 144 is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject to the terms and conditions hereof, upon the reasonable request of the Holder, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation Date, or at such other time as any of the Unrestricted Conditions have been satisfied, if required by the Company’s Transfer Agent, to effect the issuance of the shares of Series B-2 Preferred Stock without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 Preferred Stock, then such shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii), it will, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Series B-2 Preferred Stock issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends.

Removal of Restrictive Legend. Notwithstanding the foregoing, This Note and the certificates evidencing the shares of Series B-2 Preferred Stock Conversion Shares, as applicable, shall not contain any legend restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i2(d)(i)): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such shares security is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the Holder provides customary paperwork to the effect that it has sold such shares Note and/or Conversion Shares pursuant to Rule 144, or (C) if such shares Note or Conversion Shares, as the case may be, are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the Holder, or (D) if at any time on or after the date hereof that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company and that the Holder’s holding period for the purposes of Rule 144 and, in the case of the Conversion Shares, subsection (d)(3)(ii) thereof with respect to such Note and/or Conversion Shares is at least twelve (12) months (or six (6) monthsmonths if the Company is, and shall have been for a period of at least ninety (90) days, subject to the Holder’s delivery to reporting requirements of Section 13 or 15(d) of the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writingExchange Act), or (E) if the Company is a “foreign issuer” (as defined in Rule 405 under the Securities Act) as of the Issuance Date and the Holder provides a declaration, substantially in the form of Exhibit B hereto, to the effect that the Note and/or Conversion Shares have been or will be sold in accordance with Rule 904 of Regulation S under the Securities Act, and, if reasonably requested by the Company, the Holder provides a legal opinion of Xxxxxx Xxxxxx Rosenman LLP or other nationally recognized counsel to the Holder to the effect that the Note and/or Conversion Shares (as applicable) may then be sold in accordance with Rule 904 of Regulation S under the Securities Act, or (F) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx Xxxxxx Xxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject to the terms and conditions hereof, upon the reasonable request of the Holder, the The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation DateRegistration Date (as defined below), or at such other time as any of the Unrestricted Conditions have been satisfied, if required by the Company’s Transfer Agent, Agent to effect the issuance of this Note or the shares of Series B-2 Preferred Stock Conversion Shares, as applicable, without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is are met at the time of issuance of any shares of Series B-2 Preferred Stockthe Conversion Shares, then such shares Conversion Shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Registration Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii2(d), it will, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of this Note or a certificate representing Series B-2 Preferred Stock Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such Holder this Note and/or a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends. For purposes hereof, “Registration Date” shall mean the date that the first Registration Statement covering the Conversion Shares that the Company is required to file pursuant to the Registration Rights Agreement has been declared effective by the SEC.

Removal of Restrictive Legend. Notwithstanding the foregoing, the certificates evidencing the shares of Series B-2 B-1 Preferred Stock and the Conversion Shares, as applicable, shall not contain any legend restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i6(d)(i)): (A) while a registration statement covering the sale or resale of such shares is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the Holder provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144, or (C) if such shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the Holder, or (D) if at any time on or after the date that is three months after the Closing Date (as defined in the Investment Exchange Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company and that the Holder’s holding period for the purposes of Rule 144 is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject to the terms and conditions hereof, upon the reasonable request of the Holder, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation Date, or at such other time as any of the Unrestricted Conditions have been satisfied, if required by the Company’s Transfer Agent, to effect the issuance of the shares of Series B-2 B-1 Preferred Stock or the Conversion Shares without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 B-1 Preferred StockStock or Conversion Shares, as applicable, then such shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii), it will, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Series B-2 B-1 Preferred Stock or Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends.

Removal of Restrictive Legend. Notwithstanding the foregoingforegoing and subject to the transfer restrictions in the By-Laws, the certificates evidencing the shares of Series B-2 A Common Equivalent Preferred Stock and the Conversion Shares, as applicable, shall not contain any legend (or be subject to any stop transfer instruction) restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i6(d)(i)): (A) if issued in a transaction exempt from registration pursuant to Section 3(a)(9) of the Securities Act in exchange for outstanding securities of the Company that do not, and are not required to, bear a restrictive legend (including Conversion Shares issued upon conversion of shares of Series A Common Equivalent Preferred Stock issued in exchange for any such outstanding securities); (B) while a registration statement covering the sale or resale of such shares is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either an effective registration under the Securities Act or an exemption therefrompursuant to Rule 144 (if available), 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 (an the “Undertaking”), or provided that no Holder shall be required to give an Undertaking in respect of shares as to which a prior Undertaking has been delivered by such Holder and not been withdrawn by such Holder; (BC) if the Holder provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144, ; or (CD) if such shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the Holder, or ; (DE) if at any time on or after the date that is three months one year after the Closing Form 10 Disclosure Filing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company and has not been an Affiliate of the Company for a period of three months and that the Holder’s Holder has satisfied its holding period for the purposes of Rule 144 is (including, for the avoidance of doubt, subsection (d)(3)(ii) thereof) of at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (EF) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject to the terms and conditions hereof, upon the reasonable request of the Holder, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation Date, or at such other time as any of the Unrestricted Conditions have has been satisfied, if required by the Company’s Transfer Agent, to effect the issuance of the shares of Series B-2 A Common Equivalent Preferred Stock or the Conversion Shares without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 A Common Equivalent Preferred StockStock or Conversion Shares, as applicable, then such shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Date or at such time as any of the Unrestricted Conditions are is met or such legend is otherwise no longer required under this Section 6(d)(ii), it will, as promptly as reasonably practicable, and, in the case of Conversion Shares, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Series B-2 A Common Equivalent Preferred Stock or Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends.

Removal of Restrictive Legend. Notwithstanding the foregoingThis Warrant, and the certificates evidencing the shares of Series B-2 Preferred Stock Warrant Shares, as applicable, shall not contain or be subject to (and the Holder shall be entitled to removal of) any legend (or stop transfer or similar instruction) restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i)7(a): (A) while a registration statement covering the sale or resale of such shares security is effective under the Securities 1933 Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the Holder provides customary paperwork certifications to the effect that it has sold such shares Warrant and/or Warrant Shares pursuant to Rule 144144 under the 1933 Act, or (C) if such shares Warrant or Warrant Shares, as the case may be, are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork certifications provided by the Holder, or (D) if at any time on or after the date hereof that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company Company, and has not been an Affiliate for the preceding three months, and that the Holder’s holding period for the purposes of Rule 144 (and, in the case of the Warrant Shares, subsection (d)(3)(ii) thereof) with respect to such Warrant and/or Warrant Shares is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if such legend is not required under applicable requirements of the Securities 1933 Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject Notwithstanding anything to the terms and conditions hereofcontrary contained herein, upon the reasonable request Holder shall be deemed to have certified that it is not an Affiliate of the HolderCompany upon each delivery of an Exercise Notice, unless the Holder otherwise advises the Company in writing. The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation effective date of the first registration statement covering the resale of the Warrant Shares (the “Effective Date”), or at such other time as any of the Unrestricted Conditions have has been satisfied, if required by the Company’s Transfer Agent, Agent to effect the issuance of this Warrant or the shares of Series B-2 Preferred Stock Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 Preferred Stockthe Warrant Shares, then such shares Warrant Shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Effective Date or at such time as any of the Unrestricted Conditions are is met or such legend is otherwise no longer required under this Section 6(d)(ii7(b), it will, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of this Warrant or a certificate representing Series B-2 Preferred Stock Warrant Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legendslegends (and, if requested by the Holder, the Company shall cause the Transfer Agent to electronically transmit such shares of Common Stock to the Holder by crediting the account of the Holder or its designee with DTC through its DWAC system). The Warrant Shares will be free-trading, and freely transferable, and will not contain a legend (or be subject to stop transfer or similar instructions) restricting the resale or transferability thereof if any of the Unrestricted Conditions (as defined below) is met.

Removal of Restrictive Legend. Notwithstanding Regardless of whether the foregoingResale Restriction Termination Date shall have occurred (except in the case of clause (E) of this Section 14.02(h)(ii)), the certificates evidencing the shares of Series B-2 Preferred Stock Conversion Shares shall not contain or be subject to, and each Holder thereof shall be entitled to removal of, any legend (or stop transfer or similar instruction) restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i)Securities Law Legend): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such shares security is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the such Holder provides customary paperwork to the effect that it has sold sold, or is selling substantially contemporaneously with the delivery of such shares paperwork, such Conversion Shares pursuant to such a registration statement or Rule 144, or (C) if such shares Conversion Shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the such Holder, or (D) if at any time on or after the date that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the hereof such Holder certifies that it is not an Affiliate “affiliate” of the Company within the meaning of Rule 144 (a “Rule 144 Affiliate”), and has not been a Rule 144 Affiliate for the preceding three (3) months, and that the such Holder’s holding period for the purposes of Rule 144 and, in the case of Conversion Shares, subsection (d)(3)(ii) thereof is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if the Resale Restriction Termination Date shall have occurred and such Holder certifies or is deemed to have certified that it is not a Rule 144 Affiliate and has not been a Rule 144 Affiliate for the preceding three months, or (F) if such legend is otherwise not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SECCommission) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other a nationally recognized counsel to the such Holder (collectively, the “Unrestricted Conditions”). Subject Notwithstanding anything to the terms contrary contained herein, each Holder shall be deemed to have certified that it is not a Rule 144 Affiliate and conditions hereofhas not been a Rule 144 Affiliate for the preceding three (3) months upon each delivery by such Holder of a Conversion Notice or compliance with the requirements of clause (ii) of Section 14.02(a), upon as applicable, unless such Holder otherwise advises the reasonable request of the Holder, the Company in writing. The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation DateEffective Date (as defined below), or at such other time as any of the Unrestricted Conditions have has been satisfied, satisfied or if required by the Company’s Transfer Agent, to effect the issuance of the shares of Series B-2 Preferred Stock Conversion Shares are otherwise issuable hereunder without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 Preferred Stock, then such shares shall be issued free of all legends. The Company agrees that following the Non-affiliation Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii), it will, no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Series B-2 Preferred Stock issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends.restrictive

Removal of Restrictive Legend. Notwithstanding Regardless of whether the foregoingResale Restriction Termination Date shall have occurred (except in the case of clause (E) of this Section 14.02(h)(ii)), the certificates evidencing the shares of Series B-2 Preferred Stock Conversion Shares shall not contain or be subject to, and each Holder thereof shall be entitled to removal of, any legend (or stop transfer or similar instruction) restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i)Securities Law Legend): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such shares security is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the such Holder provides customary paperwork to the effect that it has sold sold, or is selling substantially contemporaneously with the delivery of such shares paperwork, such Conversion Shares pursuant to such a registration statement or Rule 144, or (C) if such shares Conversion Shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the such Holder, or (D) if at any time on or after the date that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the hereof such Holder certifies that it is not an Affiliate “affiliate” of the Company within the meaning of Rule 144 (a “Rule 144 Affiliate”), and has not been a Rule 144 Affiliate for the preceding three (3) months, and that the such Holder’s holding period for the purposes of Rule 144 and, in the case of Conversion Shares, subsection (d)(3)(ii) thereof is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if the Resale Restriction Termination Date shall have occurred and such Holder certifies or is deemed to have certified that it is not a Rule 144 Affiliate and has not been a Rule 144 Affiliate for the preceding three months, or (F) if such legend is otherwise not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SECCommission) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other a nationally recognized counsel to the such Holder (collectively, the “Unrestricted Conditions”). Subject Notwithstanding anything to the terms and conditions hereofcontrary contained herein, upon the reasonable request of the Holder, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation Date, or at such other time as any of the Unrestricted Conditions have been satisfied, if required by the Company’s Transfer Agent, to effect the issuance of the shares of Series B-2 Preferred Stock without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of any shares of Series B-2 Preferred Stock, then such shares each Holder shall be issued free of all legends. The Company agrees deemed to have certified that following it is not a Rule 144 Affiliate and has not been a Rule 144 Affiliate for the Non-affiliation Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii), it will, no later than two preceding three (23) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the months upon each delivery by the Holder to the Company or the Transfer Agent of a certificate representing Series B-2 Preferred Stock issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends.by

Removal of Restrictive Legend. Notwithstanding the foregoing, This Warrant and the certificates evidencing the shares of Series B-2 Preferred Stock Warrant Shares shall not contain any legend restricting the transfer thereof (including the legend set forth above in subsection 6(g)(i)): thereof: (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such shares security is effective under the Securities Act, subject to the Holder’s delivery to the Company of an undertaking that such Holder will only sell or otherwise transfer such shares pursuant to either registration under the Securities Act 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 (an “Undertaking”), or (B) if the Holder provides customary paperwork to the effect that it has sold following any sale of such shares Warrant and/or Warrant Shares pursuant to Rule 144, or (C) if such shares Warrant and/or Warrant Shares are eligible for sale under Rule 144(b)(1) (without the application of Rule 144(c)(1)) as set forth in customary non-affiliate paperwork provided by the Holder, or (D) if at any time on or after the date that is three months after the Closing Date (as defined in the Investment Agreement) (the “Non-affiliation Date”) the Holder certifies that it is not an Affiliate of the Company and that the Holder’s holding period for the purposes of Rule 144 is at least six (6) months, subject to the Holder’s delivery to the Company of an Undertaking; provided, that each Holder shall be deemed to have given such certification upon each delivery of a Notice of Conversion, unless such Holder otherwise advises the Company in writing, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or set forth in a legal opinion delivered by Kxxxxx Xxxxxx Rxxxxxxx LLP or other nationally recognized counsel to the Holder (collectively, the “Unrestricted Conditions”). Subject to the terms and conditions hereof, upon the reasonable request of the Holder, the The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Non-affiliation Date, or at such other time as any of the Unrestricted Conditions have been satisfied, Effective Date if required by the Company’s Transfer Agent, transfer agent to effect the issuance of this Warrant or the shares of Series B-2 Preferred Stock Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is are met at the time of issuance of any shares of Series B-2 Preferred Stockthis Warrant or the Warrant Shares, then such shares Warrant or Warrant Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Non-affiliation Effective Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 6(d)(ii)paragraph, it will, no later than two three (23) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the Company or the Transfer Agent of this Warrant and a certificate representing Series B-2 Preferred Stock Warrant Shares issued with a restrictive legendlegend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends. For purposes of this paragraph, “Effective Date’ shall mean the date that the Registration Statement that the Company is required to file pursuant to the Registration Rights Agreement has been declared effective by the SEC.