Common use of Unlegended Certificates Clause in Contracts

Unlegended Certificates. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 (provided that any legend would only be removed in connection with the consummation of any such sale) or (ii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement.

Unlegended Certificates. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Purchased Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Purchased Shares or Warrant Shares(if applicable) and customary representation letters: (i1) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Purchased Shares pursuant to Rule 144 or an effective registration statement, (provided that any legend would only be removed in connection 2) if such Purchased Shares are eligible for sale under Rule 144(b)(1) without the need to comply with Rule 144(c), (3) such Purchased Shares are registered for resale under the consummation of any such sale) Securities Act or (ii4) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Purchased Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business two (2) Trading Days following the delivery by a Purchaser (and, if applicable, its broker) to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Purchased Shares (if applicable) and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel)customary representation letters, deliver or cause to be delivered to such Purchaser a certificate certificate, or evidence in book-entry form, representing such Securities, Conversion Shares or Warrant Purchased Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Purchased Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Purchased Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and in compliance with applicable securities laws (including transfer and resale restrictions). If a Purchaser effects a transfer of the Purchased Shares in accordance with Section 8.1 and applicable securities laws, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates, reflect the issuance in book-entry form, or credit Purchased Shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. For the avoidance of doubt, each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Purchased Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. The Company will deliver all the necessary documentation to cause the Company’s transfer agent to remove all restrictive legends, within two (2) Trading Days after a request by a Purchaser, from any Purchased Shares (i) registered for resale under an effective registration statement, (ii) sold pursuant to Rule 144 or an effective registration statement or (iii) eligible to be sold pursuant to Rule 144(b)(1) without the need to comply with Rule 144(c) (or after Purchaser and its broker deliver a letter containing certain representations and undertaking with respect to compliance with Rule 144(c)), and cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with such legend removal upon the receipt of such Purchaser’s (and, if applicable, its broker’s) representation letters (which, for the avoidance of doubt, shall not include any legal opinion) as requested by (and in a form reasonably acceptable to) such counsel.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registerable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: Securities (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares Securities pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Securities are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than five three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), Securities deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares Securities that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registerable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than five three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. At any time when the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to a Purchaser within three (3) Business Days of submission by that Purchaser of a legended certificate and supporting documentation to the transfer agent as provided above and (2) prior to the time such unlegended certificate is received by the Purchaser, the Purchaser, or any third party on behalf of such Purchaser or for the Purchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five three Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel)Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. A The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares Securities or Warrant Shares, following the delivery by a the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares Securities or Warrant Shares: (i) in connection with any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares Securities or Warrant Shares pursuant to Rule 144 (provided that any legend would only be removed in connection with the consummation of any such sale) or (ii) following the time a legend is no longer required with respect to such Securities, Conversion Shares Securities or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the delivery by a the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares Securities or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such the Purchaser a certificate representing such Securities, Conversion Shares Securities or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares Securities or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers Purchaser as directed by such the Purchaser. The Company warrants that the Securities, Conversion Shares Securities or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement.

Unlegended Certificates. A The Company shall, at its sole expense, upon appropriate notice from the Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, if those Registrable Securities are not uncertificated and certificates are required to be issued, timely prepare and deliver certificates representing the Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as the Purchaser may request. The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares Securities pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Securities are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five three Business Days following the delivery by a the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such the Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares Securities that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers as directed Purchaser by such Purchasercrediting, at its sole expense, the account of the Purchaser on the holding statement. The Company warrants that the Securities, Conversion Shares or Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If the Purchaser effects a transfer of the Securities in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts in the holding statement in such name and in such denominations as specified by the Purchaser to effect such transfer. The Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that the Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registerable Securities have been sold pursuant to an effective registration statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the registration statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent (i) while the registration statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than five three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that no instruction other than the Securities, Conversion Shares or Warrant Irrevocable Transfer Agent Instructions referred to in this Section 8.2 will be given by the Company to its transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. At any time when the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to a Purchaser within three (3) Business Days of submission by that Purchaser of a legended certificate and supporting documentation to the transfer agent as provided above and (2) prior to the time such unlegended certificate is received by the Purchaser, the Purchaser, or any third party on behalf of such Purchaser or for the Purchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as the Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five three Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel)Shares, deliver or cause to be delivered to such the Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such the Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Purchaser to effect such transfer. The Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that the Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registerable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than five three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that no instruction other than the Securities, Conversion Shares or Warrant Irrevocable Transfer Agent Instructions referred to in this Section 8.2 will be given by the Company to its transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. At any time when the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to a Purchaser within three (3) Business Days of submission by that Purchaser of a legended certificate and supporting documentation to the transfer agent as provided above and (2) prior to the time such unlegended certificate is received by the Purchaser, the Purchaser, or any third party on behalf of such Purchaser or for the Purchaser’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Purchaser (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.

Unlegended Certificates. A Purchaser The certificates representing the Shares or Conversion Shares shall not be required to contain any legend (a) following any sale of such Shares pursuant to an effective Registration Statement or Rule 144 promulgated under the Securities Act, (b) if such Shares or Conversion Shares are eligible for sale without restriction under Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) under the Securities Act, (c) following a sale, assignment or other transfer, if the selling, assigning or transferring holder provides the Company with an opinion of counsel, which opinion shall be reasonably acceptable to the Company, to the effect that such sale, assignment or transfer may request be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required or (d) following the effectiveness of the Registration Statement, provided that the Company removePurchaser covenants that it shall only sell pursuant to the Registration Statement or pursuant to an exemption from registration under the Securities Act. Following such time as a legend is no longer required for certain Shares or Conversion Shares, and the Company agrees to authorize the removal ofwill, any legend from such Securities, Conversion Shares or Warrant Shares, no later than five Trading Days following the delivery by a any Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with any sale (which for the avoidance of doubt includes any planned sale within securities and a reasonable period of time) of request that such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 (provided that any legend would only certificates be removed in connection with the consummation of any such sale) or (ii) following the time reissued without a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel)legend, deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares securities that is free from all restrictive legends. Certificates for Securities, Conversion Shares and other legends or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers as directed (if requested by such PurchaserPurchaser or such other holder of such securities) issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”). The Company warrants that shall be responsible for the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable fees of its transfer agent and all DTC fees associated with such issuance. As used herein “Trading Day” means any day on which the Common Stock is traded on the books and records of the Company as and to the extent provided in this AgreementTrading Market.

Unlegended Certificates. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares Securities or Common Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares Securities or Common Warrant Shares: (i) in connection with any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares Securities or Common Warrant Shares pursuant to Rule 144 (provided that any legend would only be removed in connection with the consummation of any such sale) or (ii) following the time a legend is no longer required with respect to such Securities, Conversion Shares Securities or Common Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares Securities or Common Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares Securities or Common Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares Securities or Common Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares Securities or Common Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Warrants to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant SharesWarrants, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant SharesWarrants: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares Warrants pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Warrants are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant SharesWarrants. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five three Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel)Warrant, deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Purchaser will sell any such Warrants pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. A Purchaser may request that Certificates evidencing the Company remove, and the Company agrees to authorize the removal of, Underlying Shares shall not contain any legend from such Securities, Conversion Shares or Warrant Shares, following (including the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: legend set forth in Section 4.1(b) hereof): (i) in connection with while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Underlying Shares pursuant to Rule 144 144, (provided that any legend would only iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be removed in connection compliance with the consummation of any current public information required under Rule 144 as to such sale) Underlying Shares and without volume or manner-of-sale restrictions or (iiiv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the such time a as such legend is no longer required with respect to such Securitiesunder this Section 4.1(c), Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company it will, no later than five Business Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent Transfer Agent of a legended certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such Securitiesfifth Trading Day, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel“Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such Securities, Conversion Shares or Warrant Shares shares that is free from all restrictive legendsand other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities, Conversion Underlying Shares or Warrant Shares free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement.

Unlegended Certificates. A The Company shall, at its sole expense, upon appropriate notice from the Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as the Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent to provide all opinions as may reasonably be required by the transfer agent in connection with the removal of legends. The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion the Shares or Warrant Shares, following the delivery by a the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), will deliver or cause to be delivered to such the Purchaser a certificate representing such Securities, Conversion Shares or Warrant the Shares that is free from all restrictive legends. Certificates A certificate for Securities, Conversion Shares or Warrant the Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such the Purchaser. The Company warrants that the Securities, Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If the Purchaser effects a transfer of the Shares in accordance with this Section 7.02, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 7.02 is predicated upon the Company’s reliance that the Purchaser will sell any such Shares pursuant to an exemption from the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Unlegended Certificates. A Purchaser The Company shall, at its sole expense, upon appropriate notice from any Investor stating that Registerable Securities have been sold pursuant to an effective registration statement, timely prepare and deliver certificates representing the Shares to be delivered to a transferee pursuant to the registration statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Investor may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent (i) while the registration statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective registration statement and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. An Investor may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Securities, Conversion Shares or Warrant Shares, following the delivery by a Purchaser an Investor to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares: (i) in connection with following any sale (which for the avoidance of doubt includes any planned sale within a reasonable period of time) of such Securities, Conversion Shares or Warrant Shares pursuant to Rule 144 144, (provided that any legend would only be removed in connection with the consummation of any ii) if such sale) Shares are eligible for sale under Rule 144(b)(1), or (iiiii) following the time a legend is no longer required with respect to such Securities, Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than five Business Days three business days following the delivery by a Purchaser an Investor to the Company or the Company’s transfer agent of a legended certificate representing such Securities, Conversion Shares or Warrant Shares (and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion of counsel), deliver or cause to be delivered to such Purchaser Investor a certificate representing such Securities, Conversion Shares or Warrant Shares that is free from all restrictive legends. Certificates for Securities, Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers Investors by crediting the account of the Investor’s prime broker with the Depository Trust Company (“DTC”) as directed by such PurchaserInvestor. The Company warrants that no instruction other than the Securities, Conversion Shares or Warrant Irrevocable Transfer Agent Instructions referred to in this Section 8.2 will be given by the Company to its transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If an Investor effects a transfer of the Shares in accordance with Section 8.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such transfer. Each Investor hereby agrees that the removal of the restrictive legend pursuant to this Section 8.2 is predicated upon the Company’s reliance that such Investor will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.