Common use of Removal of Restrictive Legends Clause in Contracts

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates evidencing the Exercise Shares, as applicable, shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant and/or Exercise Shares pursuant to Rule 144, or (C) if such Warrant or Exercise Shares, as the case may be, are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date, or fails for any reason at such other time as the Unrestricted Conditions have been satisfied, if required by the Company’s transfer agent to render an opinion effect the issuance of counsel this Warrant or any other documentsthe Exercise Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of the Exercise Shares, then the Exercise Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In The certificates evidencing the event that Lender has any shares of Conversion Shares shall not contain or be subject to (and the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits Holder shall be entitled to the Transfer Agent removal of) any such shares for legend or stop transfer instructions restricting the removal of transfer thereof (including the restrictive legends thereon, whether legend set forth above in connection with subsection 3(e)(i)): (A) while a sale registration statement covering the resale of such shares pursuant to any exemption to security by the registration requirements Holder is effective under the Securities Act, or otherwise(B) following any sale of such Conversion Shares pursuant to Rule 144, (C) if such Conversion Shares are eligible for sale under Rule 144(b)(1) without limitations, including with respect to those described in Rule 144(c)(1), (D) if the Holder certifies at any time that the Holder is not an “affiliate” of the Company (as such term is used under Rule 144 pursuant to the Securities Act), and the Borrower Holder’s holding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to the Conversion Shares is at least six (6) months (it being acknowledged and agreed by the Company that the Holder’s holding period for the Conversion Shares shall be deemed to have commenced on the date hereof), 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) (the “Unrestricted Conditions”). Promptly following such time as any of the Unrestricted Conditions has been satisfied, the Company shall cause its counsel refuses to issue a legal opinion or fails for any reason other instruction to render an opinion the Transfer Agent (if required by the Transfer Agent) to effect the issuance of counsel or any other documentsthe Conversion Shares without a restrictive legend or, certificates or instructions required for in the case of Conversion Shares that have previously been issued, the removal of the restrictive legend thereunder. If any of the Unrestricted Conditions is met at the time of issuance of the Conversion Shares, then the Conversion Shares shall be issued free of all legends. The Company agrees that following such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Section 3(e), then: it will, no later than two (A2) Trading Days (or if earlier, the number of Trading Days comprising the then standard settlement period for U.S. broker-dealer securities transactions) following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof any certificate representing Conversion Shares, without any further confirmation as applicable, issued with a restrictive legend (such fourth Trading Day, the “Legend Removal Date”), deliver or instructions cause to be delivered to such Holder a certificate (or electronic transfer) representing such Shares that is free from all restrictive and other legends. The Company shall assume (and the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender Holder shall be deemed to a common carrier for overnight delivery to represent) that the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender Holder is entitled, without any restrictive legends and otherwise freely transferable on the books and records not an affiliate of the BorrowerCompany, unless the Holder has otherwise advised the Company in writing.

Removal of Restrictive Legends. In This Warrant and the event that Lender has Exercise Shares and the Failure Payment Shares, as applicable, shall not contain or be subject to (and Holder shall be entitled to removal of) any shares of legend restricting the Borrower’s Common Stock bearing transfer thereof (including the legend set forth above in subsection 2(e)(i)) and shall not be subject to any restrictive legendsstop-transfer instructions: (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) at any time on or after the date hereof that the Holder certifies that it is not an “affiliate” of the Company (as such term is used under Rule 144 pursuant to the Securities Act) and that the Borrower Holder’s holding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to such Warrant, Exercise Shares and/or Failure Payment Shares is at least six (6) months, 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) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below), or fails for at such other time as any reason of the Unrestricted Conditions has been met, if required by the Transfer Agent to render an opinion effect the issuance of counsel this Warrant, the applicable Exercise Shares or any other documentsthe Failure Payment Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legends, then: (A) legend hereunder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide required or requested as set forth in the required opinion of counsel or immediately following two sentences. If any other documents, certificates or instructions required for the removal of the restrictive legends Unrestricted Conditions is met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be an immediate Event issued free of Default all legends and stop-transfer instructions. The Company agrees that, following the Effective Date or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Agreement and all other Loan Documents; Section 2(e), it will, no later than the earlier of (x) two (2) Trading Days and (By) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized number of Trading Days comprising the Standard Settlement Period following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to have counsel to Lender render any and all opinions and other certificates the Company or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and/or the Exercise Shares and/or Failure Payment Shares, without any further confirmation as applicable, issued with a restrictive legend (such earlier Trading Day, the “Legend Removal Date”), deliver or instructions cause to be delivered to such Holder this Warrant and/or the Exercise Shares and/or Failure Payment Shares free from all restrictive and other legends (or similar notations). For purposes hereof, “Effective Date” shall mean the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender date that the first Registration Statement covering the Exercise Shares that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In Neither this Warrant nor any certificates evidencing Exercise Shares issuable or deliverable under or in connection with this Warrant shall contain any legend restricting the event that Lender has transfer thereof (including the legend set forth initially above) in any shares of the Borrower’s Common Stock bearing following (or substantially similar) circumstances: (i) following a sale of the Exercise Shares pursuant to a registration statement covering the sale or resale of Exercise Shares is effective under the Securities Act, (ii) following any restrictive legends, and Lender, through its counsel sale of this Warrant or other representatives, submits any Exercise Shares issued or delivered to the Transfer Agent Holder under or in connection herewith pursuant to Rule 144, (iii) following the sale of this Warrant or the Exercise Shares pursuant to clause (b)(1) of Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted Conditions”). If the Unrestricted Conditions are met at the time of issuance of this Warrant or any Exercise Shares, as the case may be, then such shares for instrument shall be issued free of all legends. The Holder agrees that the removal of the restrictive legends thereon, whether in connection with a sale of such shares legend from this Warrant or any Exercise Shares pursuant to any exemption either an effective registration statement or otherwise pursuant to the registration requirements under of the Securities Act, including any applicable prospectus delivery requirements, or otherwisean exemption therefrom, is necessary and the Borrower appropriate and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent that if such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender securities are sold pursuant to a common carrier for overnight delivery to registration statement, they will be sold in compliance with the address as specified by Lender, certificates, registered in the name plan of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrowerdistribution set forth therein.

Removal of Restrictive Legends. In Certificates evidencing the event that Lender has Exercise Shares shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(g)(i)): (i) while a registration statement (including the Registration Statement, and Lender, through its counsel or other representatives, submits to as defined in the Transfer Agent any such shares for Registration Rights Agreement) covering the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(ii) following any sale of such Exercise Shares pursuant to Rule 144, or (iii) if such Exercise Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the Commission) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Company’s transfer agent promptly after the Effective Date (as defined below) of the Registration Statement if required by the Company’s transfer agent to effect the issuance of Exercise Shares without a restrictive legend or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance or resale of Exercise Shares, then such Exercise Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(g), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent Company or the Company’s transfer agent of a certificate representing Exercise Shares, as applicable, issued with a restrictive legend (such legends could be lawfully removed under applicable lawsthird Trading Day, Borrower’s failure to provide the required opinion of counsel “Legend Removal Date”), deliver, or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs cause the Transfer Agent toto deliver at the Company’s expense, without any further confirmation to such Holder a certificate (or instructions from the Borrower, issue any electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing Securities and Exchange Commission (the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower“Commission”).

Removal of Restrictive Legends. In This Warrant and the event that Lender has Exercise Shares and the Failure Payment Shares, as applicable, shall not contain or be subject to (and the Holder shall be entitled to removal of) any shares of legend restricting the Borrower’s Common Stock bearing transfer thereof (including the legend set forth above in subsection 2(e)(i)) and shall not be subject to any restrictive legendsstop-transfer instructions: (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) upon request by the Holder, following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144 as set forth in customary non-affiliate certifications provided by the Holder or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) at any time on or after the date hereof that the Holder certifies in writing to the Company that (1) it is not an “affiliate” of the Company (as such term is used under Rule 144 pursuant to the Securities Act) and (2) the Borrower Holder’s holding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to such Warrant, Exercise Shares and/or Failure Payment Shares has been at least six months, 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) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to deliver a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below), or fails for at such other time as any reason of the Unrestricted Conditions have been met, if required by the Transfer Agent to render an opinion effect the issuance of counsel this Warrant or any other documentsthe applicable Exercise Shares or the Failure Payment Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legends, then: (A) legend hereunder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide required or requested as set forth in the required opinion of counsel or immediately following two sentences. If any other documents, certificates or instructions required for the removal of the restrictive legends Unrestricted Conditions are met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then the Company shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs instruct the Transfer Agent toto issue such Warrant, without Exercise Shares or Failure Payment Shares, as applicable, free of all legends and stop-transfer instructions. The Company agrees that, following the Effective Date or at such time as any further confirmation of the Unrestricted Conditions are met or instructions from such legend is otherwise no longer required under this Section 2(e), it will, no later than the Borrower, issue any such shares without restrictive legends as instructed earlier of (x) two Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery (the “Unlegended Shares Delivery Deadline”) by Lender, and surrender to a common carrier for overnight delivery the Holder to the address Company or the Transfer Agent of this Warrant and/or the Exercise Shares and/or the Failure Payment Shares, as specified applicable, issued with a restrictive legend (such earlier Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder this Warrant and/or the Exercise Shares and/or the Failure Payment Shares free from all restrictive and other legends (or similar notations). For purposes hereof, “Effective Date” shall mean the date that the first Registration Statement covering the Exercise Shares that the Company is required to file pursuant to the Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Company’s transfer agent to effect the issuance of the Exercise Shares or fails for any reason to render an opinion of counsel the Failure Payment Shares, as applicable, without a restrictive legend or any other documents, certificates or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In This Warrant and the event that Lender has Warrant Shares, as applicable, shall not be subject to any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel transfer thereof (including the legend set forth above) or other representatives, submits to stop transfer instructions or orders: (A) while a registration statement (including the Transfer Agent any such shares for Registration Statement) covering the removal of the restrictive legends thereon, whether in connection with a sale or resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant or Warrant Shares pursuant to Rule 144, or (C) if such Warrant or Warrant Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the Commission) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to its transfer agent promptly after the Effective Date (as defined below), or fails for any reason at such other time as the Unrestricted Conditions have been met, if required by the Company’s transfer agent to render an opinion effect the issuance of counsel this Warrant or any other documentsthe Warrant Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legend (or stop transfer instruction or order) hereunder. If the Unrestricted Conditions are met at the time of issuance of any Warrant Shares, then the Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 1(h), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent Company or its transfer agents of this Warrant and/or a certificate representing Warrant Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Holder this Warrant and/or a certificate (or any other documents, certificates or instructions required for the removal of the electronic transfer) representing such shares that is free from all restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on any stop transfer instruction or order. For purposes hereof, “Effective Date” shall mean the books and records of date that a Registration Statement covering the Borrower.Warrant Shares in accordance with the Registration Rights Agreement has been declared effective by the SEC

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, and Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Borrower and or Securities Act (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date, or fails for any reason at such other time as the Unrestricted Conditions have been met (in the case of an Unrestricted Condition set forth in clause (B) or (C) above, upon receipt from the Holder of a customary non-affiliate certification), if required by the Company’s transfer agent to render an opinion effect the issuance of counsel the Exercise Shares or any other documentsthe Failure Payment Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant (in the case of a sale under Rule 144(b)(1), without any further confirmation or instructions upon receipt from the BorrowerHolder of a customary non-affiliate certification) and a certificate representing Exercise Shares and/or Failure Payment Shares, issue any as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In This Warrant and certificates evidencing the event that Lender has Exercise Shares shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant and/or Exercise Shares pursuant to Rule 144, or (C) if such Warrant and/or Exercise Shares are eligible for sale under Rule 144(k), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Company’s transfer agent to effect the issuance of this Warrant and Exercise Shares without a restrictive legend or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of this Warrant and/or Exercise Shares, then such Warrant and/or Exercise Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In This Warrant and the event certificates (or electronic book entries, if applicable) evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not be required to contain or be subject to (and Holder shall be entitled to removal of) any legend restricting the transfer thereof (including the legend set forth above in subsection 2(e)(i)) and shall not be subject to any stop-transfer instructions: (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such security is effective under the Securities Act and the use of such registration statement, if applicable, is not suspended at such time under the Registration Rights Agreement, or (B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) at any time on or after the date hereof that Lender has any shares Holder certifies that it is not an “affiliate” of the BorrowerCompany (as such term is used under Rule 144 pursuant to the Securities Act) and that Holder’s Common Stock bearing any restrictive legendsholding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to such Warrant, Exercise Shares and/or Failure Payment Shares is at least six (6) months, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and Lenderpronouncements issued by the staff of the SEC) (collectively, through the “Unrestricted Conditions”). The Company shall cause its counsel or other representatives, submits to issue a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below), or at such other time as any such shares for of the Unrestricted Conditions have been met, if required by the Transfer Agent to effect the issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, as applicable, without a restrictive legend or removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) legend hereunder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide required or requested as set forth in the required opinion of counsel or immediately following two sentences. If any other documents, certificates or instructions required for the removal of the restrictive legends Unrestricted Conditions is met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be an immediate Event issued free of Default all legends and stop-transfer instructions. The Company agrees that following the Effective Date or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Agreement and all other Loan Documents; Section 2(e), it will, no later than the earlier of (x) two (2) Trading Days and (By) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized number of Trading Days comprising the Standard Settlement Period following the delivery (the “Unlegended Shares Delivery Deadline”) by Holder to have counsel to Lender render any and all opinions and other certificates the Company or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, without any further confirmation as applicable, issued with a restrictive legend (such earlier Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive and other legends as instructed by Lender(or similar notations). For purposes hereof, and surrender “Effective Date” shall mean the date that the first Registration Statement covering the Warrant Shares that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In the event that Lender has any shares of the Issuing Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities ActAct or the laws or rules of any Governmental Authority, or otherwise, and the Issuing Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Issuing Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Issuing Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Issuing Borrower.

Removal of Restrictive Legends. In Certificates evidencing the event that Lender has Exercise Shares shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to transfer thereof (including the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether legend set forth above in connection with a sale subsection 2(e)(i)): (i) following resale of such shares pursuant to any exemption to while a registration statement (including the registration requirements Registration Statement, as defined in the Investor Rights Agreement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Exercise Shares pursuant to Rule 144, (iii) if such Exercise Shares are eligible for sale without volume or otherwisemanner of sale limitation or current public information requirements under Rule 144 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) (collectively, and the Borrower and or “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Company’s transfer agent promptly after the Effective Date (as defined below) of the Registration Statement if required by the Company’s transfer agent to effect the sale of Exercise Shares by Holder without a restrictive legend or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legendslegend hereunder. If the Unrestricted Conditions are met at the time of issuance or resale of Exercise Shares, then: (A) then such Exercise Shares shall be issued free of all legends and Holder submits proof and proper documentation reasonably satisfactory to the extent Company and its transfer agent to the conditions in this Section 2(e). The Company agrees that at such legends could be lawfully removed under applicable laws, Borrower’s failure to provide time as the Unrestricted Conditions are met or such legend is otherwise no longer required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement Section 2(e), it will, no later than three (3) Trading Days following the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing Exercise Shares, as applicable, issued with a restrictive legend and proof and proper documentation reasonably satisfactory to the Company and its transfer agent to the conditions in this Section 2(e), deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions restrictive and other certificates or instruments which may be legends. For purposes hereof, “Effective Date” shall mean the date that a Registration Statement that the Company is required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery file with respect to the address as specified Warrant Shares pursuant to the Investor Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing Securities and Exchange Commission (the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower“Commission”).

Removal of Restrictive Legends. In The restrictive legend on any Shares covered by this Agreement shall be removed if (a) such Shares are sold pursuant to an effective registration statement, (b) a registration statement covering the event that Lender has resale of such Shares is effective under the Securities Act and the applicable Holder delivers to the Company a representation and/or “will comply” letter, as applicable, certifying that, among other things, such Holder will only transfer such Shares pursuant to such effective registration statement and will, upon request following any shares lapse of effectiveness of such registration statement, cooperate with the Company to have any then-applicable restrictive legends reincluded on such Shares, (c) such Shares may be sold by the applicable Holder free of restrictions without regard to Rule 144(b) under the Securities Act (i.e., such Holder is not an affiliate of the Borrower’s Common Stock bearing any restrictive legendsCompany, and Lenderhas not been an affiliate of the Company for the previous three months, through and has satisfied the one-year holding period under Rule 144) or (d) such Shares are being sold, assigned or otherwise transferred pursuant to Rule 144; provided, that with respect to clause (b), (c) or (d) above, the applicable Holder has provided all documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company or its counsel or other representatives, submits transfer agent to confirm that the Transfer Agent legend may be removed under applicable securities laws (the “Legend Removal Documents”). The Company shall cooperate with the applicable Holder covered by this Agreement to effect removal of the legend on such Shares pursuant to this Section 5.3 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any such shares for Legend Removal Documents). The Company shall bear all direct costs and expenses associated with the removal of the restrictive legends thereon, whether in connection with a sale of such shares legend pursuant to any exemption to this Section 5.3; provided, that the registration requirements under the Securities Act, or otherwise, applicable Holder shall be responsible for all fees and the Borrower and or its counsel refuses or fails for any reason to render an opinion expenses (including of counsel or any other documents, certificates or instructions required for such Holder) incurred by such Holder with respect to delivering the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Legend Removal Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel or other representatives, submits to as defined in the Transfer Agent any such shares for Registration Rights Agreement) covering the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) 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) and the Borrower and or its counsel refuses or fails for any reason to render Company shall have received an opinion of counsel of Holder to such effect (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below) if required by the Company’s transfer agent to effect the issuance of this Warrant, the Exercise Shares or any other documentsthe Failure Payment Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent Company of this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, as applicable, issued with a restrictive legend (such legends could third Trading Day, the “Legend Removal Date”), deliver or cause to be lawfully removed under applicable laws, Borrower’s failure delivered to provide the required opinion of counsel such Holder this Warrant and/or a certificate (or any other documents, certificates or instructions required for the removal of the electronic transfer) representing such shares that is free from all restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be legends. For purposes hereof, “Effective Date” shall mean the date that the Registration Statement that the Company is required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Company’s transfer agent to effect the issuance of this Warrant, the Exercise Shares or fails for any reason to render an opinion of counsel the Failure Payment Shares, as applicable, without a restrictive legend or any other documents, certificates or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In the event that Lender has any shares of the Issuing Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Issuing Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Issuing Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Issuing Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Issuing Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) then the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender deliver such shares to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered Lender in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitledsame manner as set forth in section 2.2(h) hereof, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower. If Borrower or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, and as permitted hereby, counsel to Lender renders any such required opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and in such circumstances, the restrictive legends or other restrictions are not removed and free-trading certificates are not delivered to Lender as required by this Agreement, then to the extent such shares of stock are eligible for re-sale (or re-issuance)under Rule 144, or otherwise could be lawfully transferred (or re-issued)without restrictions under applicable laws, the failure of Lender to receive such free-trading certificates within the time frames and as otherwise required by this Agreement shall be an immediate Event of Default under this Agreement and all other Loan Documents. At Closing, the Borrower shall provide a letter to the Lender, executed by the Transfer Agent, pursuant to which the Transfer Agent acknowledges that it has received irrevocable instructions from the Borrower, authorizing the Transfer Agent to rely on opinions and other certificates and instruments from Lender or its counsel, as permitted above, for purposes of having restrictive legends and other restrictions on the transfer of stock certificates removed, and further acknowledging that such instructions are irrevocable and cannot be altered, changed or withdrawn by the Borrower without Lender’s prior written approval, which approval may be given or withheld in Lender’s sole discretion.

Removal of Restrictive Legends. In This Warrant and certificates evidencing the event that Lender has Exercise Shares shall not be required to contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant and/or Exercise Shares pursuant to Rule 144, or (C) if such Warrant and/or Exercise Shares are eligible for sale under Rule 144(k), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower staff of the SEC) (collectively, the “Unrestricted Conditions”). Subject to Section 2(e)(iii), the Company shall use best efforts to take all actions necessary to effect the issuance of this Warrant and Exercise Shares without a restrictive legend or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legend hereunder. If the Unrestricted Conditions are met at the time of issuance of this Warrant and/or Exercise Shares, then such Warrant and/or Exercise Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), then: it will, no later than three (A3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderlegends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In the event that Lender any Buyer has any shares of the Borrower’s Common Stock Conversion Shares or Warrant Shares bearing any restrictive legends, and Lendersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable Law, including SEC interpretive guidance, that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender such Buyer is hereby irrevocably and expressly authorized to have counsel to Lender such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by Lendersuch Buyer, and and, unless such shares are issued by book entry, surrender to a common carrier for overnight delivery to the address as specified by Lendersuch Buyer, certificates, registered in the name of Lender such Buyer or its designees, representing the shares of Common Stock to which Lender such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompany. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be required to comply with a request to remove any restrictive legend for any Buyer who at the time of the request is an Affiliate of the Company other than in connection with the sale of the shares underlying the applicable certificate(s) in accordance with Rule 144.

Removal of Restrictive Legends. In the event that Lender TCA has any shares of the BorrowerCompany’s Common Stock bearing any restrictive legends, and LenderTCA, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities ActAct of 1933, as amended, or the laws or rules of any governmental authority, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrowerthe Company’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event event of Default default under this Agreement Amendment and all other Loan Transaction Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender TCA is hereby irrevocably and expressly authorized to have counsel to Lender TCA render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by LenderTCA, and surrender to a common carrier for overnight delivery to the address as specified by LenderTCA, certificates, registered in the name of Lender TCA or its designeesnominee, representing the shares of Common Stock to which Lender TCA is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompany.

Removal of Restrictive Legends. In The Company shall use commercially reasonable best efforts to cause the event that Lender has Depositary to remove any shares legend restricting the transfer (including the legend set forth above in subsection 2(e)(i)) of this Warrant and the Borrower’s Common Stock bearing any restrictive legendscertificates (or electronic transfer) evidencing the Exercise Shares and the Failure Payment Shares, and Lenderas applicable: (A) while a registration statement (including a Registration Statement, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144 of the Securities Act, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1) of the Securities Act, or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower staff of the SEC) (collectively, the “Unrestricted Conditions”). If the Unrestricted Conditions are met at the time of issuance of the Exercise Shares or the Failure Payment Shares, then the Company shall use commercially reasonable best efforts to cause the Depositary to issue such Exercise Shares or Failure Payment Shares, as applicable, free of all legends. The Company agrees that following such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), it will, no later than three (3) Trading Days following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Exercise Shares and/or Failure Payment Shares, as applicable, issued with a restrictive legend, use its commercially reasonable best efforts to cause the Depositary to deliver to such Holder a certificate (or electronic transfer) representing such shares that is free from all restrictive and or other legends. The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the issuance of the Exercise Shares or fails for any reason to render an opinion of counsel the Failure Payment Shares, as applicable, without a restrictive legend or any other documents, certificates or instructions required for the removal of the restrictive legendslegend hereunder. For purposes hereof, then: (A) “Effective Date” shall mean the date that the Registration Statement that the Company is required to file pursuant to the extent such legends could be lawfully removed under applicable lawsRegistration Rights Agreement has been declared effective by the SEC, Borrower’s failure to provide which the required opinion of counsel or any other documentsCompany hereby acknowledges and agrees occurred on October 1, certificates or instructions required for 2012. The Company further hereby acknowledges and agrees that the removal reissuance of the restrictive legends shall be an immediate Event Warrant on the Reissuance Date did not interrupt or otherwise affect the holding period of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required Warrant for purposes of removing such restrictive legends, and Rule 144 under the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSecurities Act.

Removal of Restrictive Legends. In The Company shall, if requested by the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legendsHolder, and Lender, through use its counsel or other representatives, submits commercially reasonable best efforts to the Transfer Agent any such shares for (i) cause the removal of any restrictive legend related to compliance with the restrictive legends thereonfederal securities laws set forth on the Registrable Securities, whether (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with a sale the instruction under subclause (i) to the effect that removal of such shares pursuant to any exemption to the registration requirements legends in such circumstances may be effected in compliance under the Securities Act, and (iii) issue Registrable Securities without any such legend in certificated or otherwisebook-entry form or by electronic delivery through The Depository Trust Company, and at the Borrower and or its counsel refuses or fails for any reason to render an opinion Holder’s option, within two (2) trading days of counsel or any other documentssuch request, certificates or instructions required for the removal of the restrictive legends, then: if (A) to the extent such legends could be lawfully removed Registrable Securities are registered for resale under applicable lawsthe Securities Act, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume and acknowledges that Lender is hereby irrevocably manner of sale restrictions, or (C) the Holder has sold or transferred, or proposes to sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Registration Statement or in compliance with Rule 144. The Company’s obligation to remove legends under this Section 2.6 may be conditioned upon the Holder timely providing such representations and expressly authorized documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to have counsel compliance with the federal securities laws. If restrictive legends are no longer required for Registrable Securities pursuant to Lender render the foregoing, the Company shall, in accordance with the provisions of this section and within two (2) trading days of any request therefor from the Investor accompanied by such customary and all opinions reasonably acceptable representations and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without documentation referred to above establishing that restrictive legends as instructed by Lenderare no longer required, and surrender to a common carrier for overnight delivery deliver to the address as specified by Lendertransfer agent irrevocable instructions that the transfer agent shall make a new, certificates, registered in non-legended entry for such book entry Registrable Securities. The Company shall be responsible for the name fees of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without transfer agent and any restrictive legends and otherwise freely transferable on the books and records of the BorrowerDTC fees associated with such issuance.

Removal of Restrictive Legends. In Certificates evidencing the event that Lender has Exercise Shares shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to transfer thereof (including the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether legend set forth above in connection with a sale subsection 2(g)(i)): (i) following resale of such shares pursuant to any exemption to while a registration statement (including the registration requirements Registration Statement, as defined in the Registration Rights Agreement) covering the resale of such security is effective under the Securities Act, or otherwise(ii) following any sale of such Exercise Shares pursuant to Rule 144, or (iii) if such Exercise Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the Commission) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Company’s transfer agent promptly after the Effective Date (as defined below) of the Registration Statement if required by the Company’s transfer agent to effect the sale of Exercise Shares by Holder without a restrictive legend or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legendslegend hereunder. If the Unrestricted Conditions are met at the time of issuance or resale of Exercise Shares, then: (A) then such Exercise Shares shall be issued free of all legends and Holder submits proof and proper documentation satisfactory to the extent Company and its transfer agent to the conditions in this Section 2(g). The Company agrees that following the Effective Date or at such legends could be lawfully removed under applicable laws, Borrower’s failure to provide time as the Unrestricted Conditions are met or such legend is otherwise no longer required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement Section 2(g), it will, no later than three (3) Trading Days following the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing Exercise Shares, as applicable, issued with a restrictive legend and proof and proper documentation satisfactory to the Company and its transfer agent to the conditions in this Section 2(g), deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such shares that is free from all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions restrictive and other certificates or instruments which may be legends. For purposes hereof, “Effective Date” shall mean the date that the Registration Statement that the Company is required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing Securities and Exchange Commission (the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower“Commission”).

Removal of Restrictive Legends. In Certificates (if any) evidencing the event that Lender has Warrant Shares shall not contain any shares legend (or be subject to the FOR Restrictions noted above): (a) if the Warrant Shares are sold pursuant to an effective registration statement covering the resale of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements Warrant Shares under the Securities Act, or otherwise(b) if such legend is not required under applicable requirements of the Corporations Act, the ASX Listing Rules or the Securities Act (including judicial interpretations thereof and pronouncements issued by the Borrower and ASX or its counsel refuses or fails for any reason to render the staff of the Commission). If the Company shall have received an opinion of counsel or any other documents, certificates or instructions satisfactory to the Company to the effect that a legend is not otherwise required for the removal under applicable requirements of the restrictive Corporations Act, the ASX Listing Rules or the Securities Act (including judicial interpretations thereof and pronouncements issued by the ASX or the staff of the Commission) in order to ensure compliance with the Securities Act pursuant to clause (b) above, then any certificates representing the Warrant Shares shall be issued free of all legends, then: (A) to . The Company agrees that at such time as such legend is no longer required under this Section 7.3.2 following receipt by the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide Company of the required opinion of counsel referred to in the prior sentence, it will, no later than three (3) Business Days following the delivery by the Holder to the Company’s share registrar of a holding statement or certificate representing the Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder (including by book-entry format) a holding statement or certificate representing such Warrant Shares that is free from all restrictive and other legends. Unless required by law, the Corporations Act or the ASX Listing Rules, the Company may not make any other documents, certificates notation on its records or give instructions required for the removal to any share registrar of the restrictive legends shall be an immediate Event of Default under Company that enlarges the restrictions on transfer set forth in this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerArticle 7.

Removal of Restrictive Legends. In This Note and the event that Lender has certificates evidencing the Conversion Shares (including any shares Major Transaction Company Shares), as applicable, shall not contain any United States legend restricting the transfer thereof (including the United States legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements Conversion Shares is effective under the Securities Act, or otherwise(B) following any sale of such Note and/or Conversion Shares pursuant to Rule 144, or (C) if such Note or Conversion Shares, as the case may be, are eligible for sale under Rule 144(b)(1), (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below), or fails for at such other time as any reason of the Unrestricted Conditions have been satisfied, if required by the Company’s transfer agent to render an opinion effect the issuance of counsel this Note or any other documentsthe Conversion Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legend hereunder. If any of the Unrestricted Conditions are met at the time of issuance of any of the Conversion Shares, then such Conversion Shares shall be issued free of all United States legends. The Company agrees that following the Effective Date or at such time as any of the Unrestricted Conditions are met or such United States legend is otherwise no longer required under this Section 2(e), then: it will, no later than five (A5) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Note and a certificate representing Conversion Shares, without any further confirmation as applicable, issued with a restrictive United States legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to such Holder this Note and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive legends as instructed by Lenderand other United States legends. For purposes hereof, and surrender “Effective Date” shall mean the date that the Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In The Exercise Shares shall not contain the event that Lender has any shares of Securities Legend and no legend (other than the Borrower’s Common Stock bearing any restrictive legendsXXX Legends, and Lenderif required under the Investor Agreements) shall apply, through its counsel as applicable, restricting the transfer thereof: (A) while a registration statement covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Exercise Shares pursuant to Rule 144, or (C) if such Exercise Shares are eligible for sale under Rule 144(b)(1) without volume restriction, or (D) if transfer restrictions are not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and staff of the SEC) (collectively, the “Unrestricted Conditions”). Upon request to the Company by Holder to remove the Securities Legend from any Exercise Shares or to issue Exercise Shares without the Securities Legend upon exercise of the Warrant, in either case based on an Unrestricted Condition being met, the Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the satisfaction of an Unrestricted Condition if required by the Company’s transfer agent to effect the issuance of the Exercise Shares without such restrictive legend or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legendslegend hereunder, then: subject, in respect of a legend removal request prior to effectiveness of a registration statement covering the resale of the Warrant Shares, receipt by such counsel of certification of the holder of the Exercise Shares that it is not at such time, and has not been during the previous three month period, an affiliate of the Company (a “Rule 144 Certification”). If an Unrestricted Condition is met at the time of issuance of the Exercise Shares, then such Exercise Shares shall be issued free of all legends (other than any XXX Legends required under the Investor Agreements). The Company agrees that following such time as an Unrestricted Condition is met or such legend is otherwise no longer required under this Section 2(e), it will, upon delivery of a written request to the Company by the holder of the Exercise Shares to remove the Securities Legend based upon an Unrestricted Condition being met, no later than the date (such date, the “Legend Removal Date”) that is the later of (A) three (3) Trading Days (or fifteen (15) Business Days if prior to an IPO Event) following the delivery by the holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide Company or the required opinion of counsel or any other documents, certificates or instructions required for the removal Transfer Agent of the Exercise Shares, issued with such restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; legend and (B) if (and only if) a Rule 144 Certification is required by the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized second sentence of this paragraph, two (2) Business Days after the date of delivery of the Rule 144 Certification to have counsel to Lender render any and the Company, deliver or cause to be delivered to such holder the Exercise Shares free of all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further and/or a confirmation (or instructions from the Borrower, issue any electronic transfer) confirming in respect of such shares without that it is free from all restrictive and other legends as instructed by Lender, and surrender to a common carrier for overnight delivery to (other than any XXX Legends then required under the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerInvestor Agreements).

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares of Common Stock (or certificates representing same) previously issued to Lender for the removal of the restrictive legends thereon, whether thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) then the Borrower hereby agrees and acknowledges that the Lender is hereby irrevocably and expressly authorized to have counsel to the Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and in the Borrower event the Lender submits an opinion of counsel from its own counsel as hereby irrevocably authorizes and directs contemplated, the Transfer Agent tohereby acknowledges and agrees that, provided the opinions and other documentation delivered to Transfer Agent comply with customary legal requirements permitting or allowing for the removal of restrictive legends, Transfer Agent will rely on and accept such opinion of counsel and all documentation submitted in connection therewith, and without any further confirmation confirmation, approval, instructions or instructions other action from the Borrower, issue any such shares of Common Stock, as the case may be, without restrictive legends as instructed by the Lender, and within three (3) business days of receipt of the required request and opinions from the Lender, its agent or counsel, issue and surrender to a common carrier for overnight delivery to the address as specified by the Lender, certificates, registered in the name of the Lender or its designees, representing the shares of Common Stock to which the Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In This Warrant and the event that Lender has certificates (or electronic book entries, if applicable) evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain or be subject to any shares of legend restricting the Borrower’s Common Stock bearing transfer thereof (including the legend set forth above in subsection 2(e)(i)) or be subject to any restrictive legendsstop-transfer instructions: (A) while a registration statement (including a Registration Statement, and Lender, through its counsel as defined in the Registration Rights Agreement) covering the sale or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to the registration requirements security is effective under the Securities Act, or otherwise(B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Borrower and or staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel refuses to issue a legal opinion to the Transfer Agent promptly after the Effective Date, or fails for at such other time as any reason of the Unrestricted Conditions have been met, if required by the Transfer Agent to render an opinion effect the issuance of counsel this Warrant, the Exercise Shares or any other documentsthe Failure Payment Shares, certificates as applicable, without a restrictive legend or instructions required for the removal of the restrictive legendslegend hereunder. If any of the Unrestricted Conditions are met at the time of issuance of this Warrant, then: the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as applicable, shall be issued free of all legends and stop-transfer instructions. The Company agrees that following the Effective Date, or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 2(e), it will, no later than the earlier of (Ax) three (3) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery (the “Unlegended Shares Delivery Deadline”) by Holder to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel Company or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, without any further confirmation as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or instructions from the Borrower, issue any cause to be delivered to Holder this Warrant and/or a certificate (or electronic transfer) representing such shares without that is free from all restrictive and other legends as instructed by Lender(and stop transfer instructions). For purposes hereof, and surrender “Effective Date” shall mean the date that the first Registration Statement that the Company is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares Shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Companies and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide Companies hereby agree and acknowledge that the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is Lenders hereby irrevocably and expressly authorized to have counsel to the Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and in the Borrower event the Lender submits an opinion of counsel from its own counsel as hereby irrevocably authorizes and directs contemplated, the Transfer Agent tohereby acknowledges and agrees that it will rely on and accept such opinion of counsel and all documentation submitted in connection therewith, and without any further confirmation or instructions from the BorrowerCompanies, issue any such shares Shares without restrictive legends as instructed by the Lender and within three (3) business days of receipt of the required request and opinions from the Lender, its agent or counsel, issue and surrender to a common carrier for overnight delivery to the address as specified by the Lender, certificates, registered in the name of the Lender or its designees, representing the shares of Common Stock Shares to which the Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompanies.

Removal of Restrictive Legends. In the event that Lender any Buyer has any shares of the BorrowerCompany’s Common Stock bearing any restrictive legends, and Lendersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable Law, including SEC interpretive guidance, that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender such Buyer is hereby irrevocably and expressly authorized to have counsel to Lender such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by Lendersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by Lendersuch Buyer, certificates, registered in the name of Lender such Buyer or its designees, representing the shares of Common Stock to which Lender such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompany. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be required to comply with a request to remove any restrictive legend for any Buyer who at the time of the request is an Affiliate of the Company other than in connection with the sale of the shares underlying the applicable certificate(s) in accordance with Rule 144.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through Devon shall use its counsel or other representatives, submits commercially reasonable efforts to the Transfer Agent any such shares for facilitate the removal of the restrictive legends thereonlegend on any Registrable Securities if (a) such Registrable Securities are sold pursuant to an effective registration statement in accordance with the plan of distribution described therein, whether in connection with (b) a sale registration statement covering the resale of such shares pursuant to any exemption to the registration requirements Registrable Securities is effective under the Securities ActAct and the applicable Holder delivers to Devon a representation and/or “will comply” letter, or otherwiseas applicable, in a form reasonably acceptable to Devon, certifying that, among other things, such Holder will only transfer such Registrable Securities pursuant to such effective registration statement in accordance with the plan of distribution described therein and will, upon request following any lapse of effectiveness of such registration statement, cooperate with Devon to have any then-applicable restrictive legends reincluded on such Registrable Securities and the Registrable Securities returned to book-entry form at Devon’s transfer agent, (c) such Registrable Securities may be sold by the applicable Holder free of restrictions without regard to Rule 144(b) under the Securities Act (i.e., such Holder is not an affiliate of Devon, and has not been an affiliate of Devon for the Borrower previous three months, and has satisfied the one-year holding period under Rule 144) or its counsel refuses (d) such Registrable Securities have been sold, assigned or fails for any reason otherwise transferred pursuant to render Rule 144; provided, that with respect to clause (b), (c) or (d) above, the applicable Holder has provided all documentation and evidence (which may include an opinion of counsel counsel) as may reasonably be required by Xxxxx or its transfer agent to confirm that the legend may be removed under applicable securities laws (the “Legend Removal Documents”). Devon shall use its commercially reasonable efforts to cooperate with the applicable Holder covered by this Agreement to effect removal of the legend on such Registrable Securities pursuant to this Section 2.08 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any other documents, certificates or instructions required for Legend Removal Documents). Devon shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 2.08; provided, that the restrictive legends, then: applicable Holder shall be responsible for all fees and expenses (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion including of counsel or any other documents, certificates or instructions required for such Holder) incurred by such Holder with respect to delivering the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Legend Removal Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender any Buyer has any shares of the Borrower’s Common Stock Conversion Shares or Warrant Shares bearing any restrictive legends, and Lendersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable Law, including SEC interpretive guidance, that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender such Buyer is hereby irrevocably and expressly authorized to have counsel to Lender such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by Lendersuch Buyer, and and, unless such shares are issued by book entry, surrender to a common carrier for overnight delivery to the address as specified by Lendersuch Buyer, certificates, registered in the name of Lender such Buyer or its designees, representing the shares of Common Stock to which Lender such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.Company. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be required to comply with a request to remove any restrictive legend for any Buyer who at the time of the request is an Affiliate of the Company other than in connection with the sale of the shares underlying the applicable certificate(s) in accordance with Rule 144. 18

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.. 16 (iv)

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or and/or its counsel refuses or fails for any reason to render an opinion of counsel or deliver any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) , to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) . In addition, the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the BorrowerIntelligent Highway’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Intelligent Highway and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, BorrowerIntelligent Highway’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Intelligent Highway hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Intelligent Highway hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerIntelligent Highway, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerIntelligent Highway.

Removal of Restrictive Legends. In The certificates evidencing the event that Lender has Additional Shares shall not contain any shares of legend restricting the Borrower’s Common Stock bearing any restrictive legendstransfer thereof (including the legend set forth above in Subsection 4.01(a)): (A) while a registration statement (including a Registration Statement, and Lender, through its counsel or other representatives, submits to as defined in the Transfer Agent any such shares for Registration Rights Agreement) covering the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to Additional Shares by the registration requirements Purchaser is effective under the Securities Act, or otherwise(B) following any sale of such Additional Shares pursuant to Rule 144, or (C) if such Additional Shares are eligible for sale under rule 144(b)(1), or (D) at any time on or after the date hereof that a Purchaser certifies that it is not an “affiliate” (as defined in Rule 144 under the Securities Act) and that such Purchaser’s holding period for purposes of Rule 144 under the Borrower Securities Act and subsection (d)(3)(iii) thereof with respect to such Additional Shares is at least six (6) months, or its counsel refuses or fails for any reason to render an opinion (E) if such legend is not required under applicable requirements of counsel or any other documentsthe Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, certificates or instructions required for the “Unrestricted Conditions”). Each Purchaser agrees that the removal of the restrictive legends, then: (A) to legend from the extent such legends could be lawfully removed under applicable laws, Additional Shares in accordance with the immediately preceding sentence is predicated upon the Borrower’s failure reliance that (i) such Purchaser will dispose of such Additional Shares pursuant to provide either the required opinion registration requirements of counsel the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such Additional Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein. Promptly following the Registration Effective Date (as defined below) or such other time as any other documentsof the Unrestricted Conditions have been satisfied, certificates or instructions required for the Borrower agrees to effect the removal of the restrictive legends shall be an immediate Event legend thereunder. The Borrower agrees that, following the Registration Effective Date or such other time as any of Default the Unrestricted Conditions are met or such legend is otherwise no longer required under this Agreement and all other Loan Documents; and Section 4.01(b), it will, no later than two (B2) Trading Days following the delivery by the Purchaser to the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toof any certificate representing Additional Shares, without any further confirmation as applicable, issued with a restrictive legend (such second Trading Day, the “Legend Removal Date”), deliver or instructions cause to be delivered to such Additional Shares to such Purchaser’s or its designee’s balance account with DTC through its DWAC system, free from all restrictive and other legends and stop transfer instructions. For purposes hereof, “Registration Effective Date” shall mean the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender date that the first Registration Statement that the Borrower is required to a common carrier for overnight delivery file pursuant to the address as specified Registration Rights Agreement has been declared effective by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerSEC.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for sharesfor the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption anyexemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and Borrowerand or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of removalof the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall legendsshall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby Borrowerhereby agrees and acknowledges that Lender is Lenderis hereby irrevocably and expressly authorized to have counsel to Lender render Lenderrender any and all opinions and opinionsand other certificates or instruments which instrumentswhich may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, ,issue any such shares without shareswithout restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or Lenderor its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s 's Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s 's failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through Devon shall use its counsel or other representatives, submits commercially reasonable efforts to the Transfer Agent any such shares for facilitate the removal of the restrictive legends thereonlegend on any Registrable Securities if (a) such Registrable Securities are sold pursuant to an effective registration statement in accordance with the plan of distribution described therein, whether in connection with (b) a sale registration statement covering the resale of such shares pursuant to any exemption to the registration requirements Registrable Securities is effective under the Securities ActAct and the applicable Holder delivers to Devon a representation and/or “will comply” letter, or otherwiseas applicable, in a form reasonably acceptable to Devon, certifying that, among other things, such Holder will only transfer such Registrable Securities pursuant to such effective registration statement in accordance with the plan of distribution described therein and will, upon request following any lapse of effectiveness of such registration statement, cooperate with Devon to have any then-applicable restrictive legends reincluded on such Registrable Securities and the Registrable Securities returned to book-entry form at Devon’s transfer agent, (c) such Registrable Securities may be sold by the applicable Holder free of restrictions without regard to Rule 144(b) under the Securities Act (i.e., such Holder is not an affiliate of Devon, and has not been an affiliate of Devon for the Borrower previous three months, and has satisfied the one-year holding period under Rule 144) or its counsel refuses (d) such Registrable Securities have been sold, assigned or fails for any reason otherwise transferred pursuant to render Rule 144; provided, that with respect to clause (b), (c) or (d) above, the applicable Holder has provided all documentation and evidence (which may include an opinion of counsel counsel) as may reasonably be required by Devon or its transfer agent to confirm that the legend may be removed under applicable securities laws (the “Legend Removal Documents”). Devon shall use its commercially reasonable efforts to cooperate with the applicable Holder covered by this Agreement to effect removal of the legend on such Registrable Securities pursuant to this Section 2.08 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any other documents, certificates or instructions required for Legend Removal Documents). Devon shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 2.08; provided, that the restrictive legends, then: applicable Holder shall be responsible for all fees and expenses (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion including of counsel or any other documents, certificates or instructions required for such Holder) incurred by such Holder with respect to delivering the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Legend Removal Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In Neither this Warrant nor any certificates evidencing Exercise Shares issuable or deliverable under or in connection with this Warrant shall contain any legend restricting the event that Lender has transfer thereof (including the legend set forth initially above) in any shares of the Borrower’s Common Stock bearing following (or substantially similar) circumstances: (i) following a sale of the Exercise Shares pursuant to a registration statement covering the sale or resale of Exercise Shares is effective under the Securities Act, (ii) following any restrictive legends, and Lender, through its counsel sale of this certificate or other representatives, submits any Exercise Shares issued or delivered to the Transfer Agent Holder under or in connection herewith pursuant to Rule 144, (iii) following the sale of the Warrant or the Exercise Shares pursuant to clause (b)(1) of Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted Conditions”). If the Unrestricted Conditions are met at the time of issuance of this Warrant or any Exercise Shares, as the case may be, then such shares for instrument shall be issued free of all legends. The Holder agrees that the removal of the restrictive legends thereon, whether in connection with a sale of such shares legend from this Warrant or any Exercise Shares pursuant to any exemption either an effective registration statement or otherwise pursuant to the registration requirements under of the Securities Act, including any applicable prospectus delivery requirements, or otherwisean exemption therefrom, is necessary and the Borrower appropriate and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent that if such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender securities are sold pursuant to a common carrier for overnight delivery to registration statement, they will be sold in compliance with the address as specified by Lender, certificates, registered in the name plan of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrowerdistribution set forth therein.

Removal of Restrictive Legends. In The certificates evidencing the event that Lender has Conversion Shares shall not contain any shares legend restricting the transfer thereof (including the legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the resale of such security by the Borrower’s Common Stock bearing Holder is effective under the Securities Act, (B) following any restrictive legendssale of such Conversion Shares pursuant to Rule 144, or (C) if such Conversion Shares are eligible for sale under rule 144(b)(1) and the Holder thereof is not, and Lenderhas not been during the preceding three months, through its counsel or other representatives, submits to an affiliate (as such term is defined for purposes of Rule 144 under the Transfer Agent any such shares for Securities Act) (the “Unrestricted Conditions”). The Holder agrees that the removal of the restrictive legends thereon, whether legend from the Conversion Shares in connection accordance with a sale the immediately preceding sentence is predicated upon the Company’s reliance that (i) the Holder will dispose of such shares pursuant to any exemption to the registration requirements under of the Securities Act, including any applicable prospectus delivery requirements, or otherwisefor its own account in compliance with Rule 144, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance with the Borrower plan of distribution set forth therein, and (ii) if, prior to the disposition of any such Conversion Shares, the Company notifies the Holder that the Unrestricted Conditions have no longer been met, the Holder will agree to the placement of said restrictive legend on the certificates for such Conversion Shares until the Unrestricted Conditions have once again been met. Promptly following the Effective Date (as defined below) or such other time as any of the Unrestricted Conditions have been satisfied, the Company shall cause its counsel refuses to issue a legal opinion or fails for any reason other instruction to render an opinion the Transfer Agent (if required by the Transfer Agent) to effect the issuance of counsel or any other documentsthe Conversion Shares without a restrictive legend or, certificates or instructions required for in the case of Conversion Shares that have previously been issued, the removal of the restrictive legends, then: (A) to legend thereunder. If the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide Unrestricted Conditions are met at the required opinion time of counsel or any other documents, certificates or instructions required for the removal issuance of the restrictive legends Conversion Shares, then the Conversion Shares shall be an immediate Event issued free of Default all legends. The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this Agreement and all other Loan Documents; and Section 2(e), it will, no later than four (B4) Trading Days following the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.(the

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: then (except when such share are not eligible under Rule 144): (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan DocumentsDocuments (except that were Rule 144 is not available, such refusal made in good faith by Borrower’s counsel shall not constitute an Event of Default); and (B) the Borrower hereby agrees and acknowledges that that, to the extent such legends could be lawfully removed under applicable laws, Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Issuing Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Issuing Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Issuing Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Issuing Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. restrictive legends and otherwise freely transferable on the books and records of the Issuing Borrower.

Removal of Restrictive Legends. In The restrictive legend on any Registrable Securities covered by this Agreement shall be removed if (a) such Registrable Securities are sold pursuant to an effective registration statement, (b) with respect to Registrable Securities held by Stonepeak, (i) a registration statement covering the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale resale of such shares pursuant to any exemption to Registrable Securities is effective under the registration requirements Securities Act and/or (ii) such Registrable Securities may be sold in compliance with Rule 144 under the Securities Act, and in either case Stonepeak delivers to the Company a reasonably acceptable representation and/or “will comply” letter, as applicable, certifying that, among other things, Stonepeak will only transfer such Registrable Securities pursuant to such effective registration statement or otherwiseRule 144, as applicable, and will, upon request following any lapse of effectiveness of such registration statement or availability of Rule 144, as applicable, cooperate with the Borrower Company to have any then applicable restrictive legends reincluded on such Registrable Securities, (c) such Registrable Securities are being sold pursuant to Rule 144 under the Securities Act and or its counsel refuses or fails for any reason the applicable Holder delivers to render the Company a representation letter regarding such Holder’s compliance with the terms thereof; provided, that with respect to each of clause (a), (b) and (c) above, the applicable Holder has provided all documentation and evidence (which, in the case of clauses (b) and (c), shall include an opinion of counsel to such Holder) as may reasonably be required by the Company or its transfer agent to confirm that the legend may be removed under applicable securities laws (the “Legend Removal Documents”). The Company shall cooperate with the applicable Holder covered by this Agreement to effect removal of the legend on such Registrable Securities pursuant to this Section 3.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any other documents, certificates or instructions required for Legend Removal Documents). The Company shall bear all of its own direct costs and expenses associated with the removal of a legend pursuant to this Section 3.2; provided, that the restrictive legends, then: applicable Holder shall be responsible for all fees and expenses (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion including of counsel or any other documents, certificates or instructions required for such Holder) incurred by such Holder with respect to delivering the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Legend Removal Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender any Buyer has any shares of the Borrower’s Common Stock Shares or Warrant Shares bearing any restrictive legends, and Lendersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable Law, including SEC interpretive guidance, that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender such Buyer is hereby irrevocably and expressly authorized to have counsel to Lender such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by Lendersuch Buyer, and and, unless such shares are issued by book entry, surrender to a common carrier for overnight delivery to the address as specified by Lendersuch Buyer, certificates, registered in the name of Lender such Buyer or its designees, representing the shares of Common Stock to which Lender such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompany. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be required to comply with a request to remove any restrictive legend for any Buyer who at the time of the request is an Affiliate of the Company other than in connection with the sale of the shares underlying the applicable certificate(s) in accordance with Rule 144.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock Facility Fee Shares or Conversion Shares bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent Agent, at any time after such shares have been held for at least Six (6) months within the meaning of Rule 144, any such shares and certificates therefor for the removal of the restrictive legends thereon, whether in connection along with a sale representation from Lender that lender is not an “affiliate” of such shares pursuant to any exemption to Borrower within the registration requirements under the Securities Act, or otherwisemeaning of Rule 144, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toAgent, without any further confirmation or instructions from the Borrower, shall issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock - ML bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent ML – Nevada any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or ML - Nevada and/or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, BorrowerML - Nevada’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower ML - Nevada hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower ML - Nevada hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerML - Nevada, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock - ML to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerML - Nevada.

Removal of Restrictive Legends. In the event that Lender has connection with any shares sale, assignment, transfer or other disposition of the Borrower’s Common Stock bearing Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that upon such sale, assignment, transfer or other disposition the Shares held by such Purchaser become freely tradable and upon compliance by such Purchaser with the requirements of this Agreement, if requested by such Purchaser, the Company shall deliver irrevocable instructions to the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive legendslegends related to the book entry account holding such Shares and make a new entry for such book entry Shares sold or disposed of without restrictive legends within one (1) trading day of any such request therefor from such Purchaser, provided that the Company and Lender, through its counsel or other representatives, submits to the Transfer Agent any have timely received from such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption Purchaser customary representations and other documentation reasonably acceptable to the registration requirements under the Securities Act, or otherwise, Company and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toin connection therewith. Subject to receipt from a Purchaser by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, without any further confirmation the Company agrees that following the Effective Date (as defined below) or instructions at such time as such legend is no longer required under this Section 7.7, it will, no later than one (1) trading day from the Borrowerreceipt of a written request from a Purchaser following the Effective Date, issue in exchange for any certificate, book entry statement or other instrument representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to each Purchaser a certificate, book entry statement or other instrument representing such shares Purchaser’s Shares that is free from all restrictive and other legends. “Effective Date” means the earliest of the date that (a) the Registration Statement registering for resale all Shares has been declared effective by the Commission, (b) all of the Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without restrictive legends as instructed by Lenderthe requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions (assuming the holder thereof is not then an affiliate of the Company), (c) immediately follows the one-year anniversary of the Closing Date provided that a holder of Shares is not an affiliate of the Company, or (d) all of the Shares may be sold pursuant to an exemption from registration without volume or manner-of-sale restrictions and surrender to a common carrier for overnight delivery counsel to the address as specified Company has delivered to the Purchasers a standing written unqualified opinion that resales may then be made by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records such Purchasers of the BorrowerShares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such Purchasers. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower. Notwithstanding anything contained in this Section to the contrary, the Borrower shall not be required to take action to the extent that such action would cause it to remove a restrictive legend which could not lawfully be removed under applicable laws. Prior to the remove of a restrictive legend pursuant to this Section, Lender shall submit a representation letter to the Borrower attesting to Lender’s non-affiliate status.

Removal of Restrictive Legends. In The certificates or book entries evidencing the event Conversion Shares shall not contain or be subject to any legend or stop transfer instructions restricting the transfer thereof: (A) following any sale of such Conversion Shares pursuant to Rule 144, (B) if such Conversion Shares are eligible for sale under Rule 144(b)(1), (C) if Lender certifies at any time that Lender has any shares is not an “affiliate” of Borrower (as such term is used under Rule 144 pursuant to the Borrower’s Common Stock bearing any restrictive legendsSecurities Act), and Lender’s holding period for purposes of Rule 144 and subsection (d)(3)(ii) thereof with respect to the Conversion Shares is at least six (6) months (it being acknowledged and agreed by Borrower that Lender’s holding period for the Conversion Shares shall be deemed to have commenced on the October 22, through 2019), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (the “Unrestricted Conditions”). Promptly following such time as any of the Unrestricted Conditions have been satisfied, Borrower shall cause its counsel to issue a legal opinion or other representatives, submits instruction to the Transfer Agent any such shares for (if required by the Transfer Agent) to effect the issuance of the Conversion Shares without a restrictive legend or, in the case of Conversion Shares that have previously been issued, the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to legend thereunder. If any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends, then: (A) to Unrestricted Conditions are met at the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion time of counsel or any other documents, certificates or instructions required for the removal issuance of the restrictive legends Conversion Shares, then the Conversion Shares shall be an immediate Event issued free of Default under this Agreement all legends. Borrower shall assume (and all other Loan Documents; and (BLender shall be deemed to represent) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes not an affiliate of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery unless Lender has otherwise advised Borrower in writing to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrowercontrary.

Removal of Restrictive Legends. In the event that Lender any Buyer has any shares of the Borrower’s Common Stock Note Shares or Warrant Shares bearing any restrictive legends, and Lendersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable Law, including SEC interpretive guidance, that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to then the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower Company hereby agrees and acknowledges that Lender such Buyer is hereby irrevocably and expressly authorized to have counsel to Lender such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the BorrowerCompany, issue any such shares without restrictive legends as instructed by Lendersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by Lendersuch Buyer, certificates, registered in the name of Lender such Buyer or its designees, representing the shares of Common Stock to which Lender such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the BorrowerCompany. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be required to comply with a request to remove any restrictive legend for any Buyer who at the time of the request is an Affiliate of the Company other than in connection with the sale of the shares underlying the applicable certificate(s) in accordance with Rule 144.

Removal of Restrictive Legends. In the event that Lender has connection with any shares sale, assignment, transfer or other disposition of the Borrower’s Common Stock bearing Shares by the Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the Shares held by the Purchaser become freely tradable and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall request the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive legendslegends related to the book entry account holding such Shares and make a new entry for such book entry Shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Purchaser, provided that the Company and Lenderthe Transfer Agent have timely received from the Purchaser customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, through its counsel or other representativesincluding, submits if required by the Transfer Agent, an opinion of the Company’s counsel, in a form reasonably acceptable to the Transfer Agent any such shares for Agent, to the effect that the removal of the such restrictive legends thereonin such circumstances may be effected under the Securities Act, whether the Purchaser may request that the Company remove any legend from the book entry position evidencing its Shares following the earliest of such time as such Shares are being sold or transferred pursuant to an effective registration statement, in connection with a sale of such shares pursuant to any exemption to the registration Rule 144, or at such time that such legend is not otherwise required under applicable requirements under of the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates or instructions . If restrictive legends are no longer required for the removal of the restrictive legends, then: (A) such Shares pursuant to the extent foregoing, the Company shall, in accordance with the provisions of this Section 7.7 and within two (2) trading days of any request therefor from the Purchaser accompanied by such legends could be lawfully removed under applicable laws, Borrower’s failure customary and reasonably acceptable representations and other documentation referred to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the above establishing that restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized are no longer required, deliver to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent toinstructions that the Transfer Agent shall make a new, without any further confirmation or instructions from unlegended entry for such book entry Shares. The Company shall be responsible for the Borrower, issue any fees of its Transfer Agent and all DTC fees associated with such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrowerissuance.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or provide any other documents, certificates or instructions required for the removal of the restrictive legendslegends (including causing its counsel to render an opinion of counsel), then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.

Removal of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, documents or certificates or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed under applicable laws, Borrower’s failure to provide the required opinion of counsel or any other documents, certificates or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) then the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Borrower.