Common use of Unlegended Certificates Clause in Contracts

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 Warrants, following the delivery by a Purchaser to the Company or the Company’s transfer agent of legended Warrants: (i) following any sale of such Warrants pursuant to Rule 144, (ii) if such Warrants are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Warrants. If a legend is no longer required pursuant to the foregoing, the Company will, no later than three Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended Warrant, deliver or cause to be delivered to such Purchaser a Warrant that is free from all restrictive legends. The Company warrants that the 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. The Company shall, at its sole expense, upon appropriate notice from Certificates evidencing the Underlying Shares shall not contain any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing legend (including the Warrants to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and legend set forth 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: Section 4.1(b) hereof): (i) while a registration statement covering the Registration Statement resale of such security is effectiveeffective under the Securities Act, 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 Warrants, following the delivery by a Purchaser to the Company or the Company’s transfer agent of legended Warrants: (i) following any sale of such Warrants Underlying Shares pursuant to Rule 144, (iiiii) if such Warrants Underlying Shares are eligible for sale under Rule 144(b)(1144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) 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 (iiiincluding 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 Warrants. If a legend is no longer required pursuant to the foregoingunder this Section 4.1(c), the Company it will, no later than three Business five Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent Transfer Agent of a legended Warrantcertificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a Warrant certificate representing such 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 warrants may not make any notation on its records or give instructions to the Transfer Agent that enlarge the Warrants restrictions on transfer set forth in this Section 4. Certificates for Underlying Shares subject to legend removal hereunder shall otherwise be freely transferable on transmitted by the books and records Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System 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 directed by 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 therefromPurchaser.

Unlegended Certificates. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Registerable Securities have been sold pursuant to an effective Registration Statementregistration statement, timely prepare and deliver certificates representing the Warrants Shares to be delivered to a transferee pursuant to the Registration Statementregistration 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: agent (i) while the Registration Statement 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, 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 WarrantsShares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended Warrants: certificate representing such Shares (i) following any sale of such Warrants Shares pursuant to Rule 144, (ii) if such Warrants Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such WarrantsShares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended Warrant, certificate representing such Shares deliver or cause to be delivered to such Purchaser a Warrant certificate representing such Shares that is free from all restrictive legends. Certificates for 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 Warrants 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 Warrants 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 Investor stating that Registrable Registerable Securities have been sold pursuant to an effective Registration Statementregistration statement, timely prepare and deliver certificates representing the Warrants Shares to be delivered to a transferee pursuant to the Registration Statementregistration statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser Investor may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: agent (i) while the Registration Statement 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, 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 An Investor may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such WarrantsShares, following the delivery by a Purchaser an Investor to the Company or the Company’s transfer agent of a legended Warrants: certificate representing such Shares (i) following any sale of such Warrants Shares pursuant to Rule 144, (ii) if such Warrants Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such WarrantsShares. If a legend is no longer required pursuant to the foregoing, the Company will, will no later than three Business Days business days following the delivery by a Purchaser an Investor to the Company or the Company’s transfer agent of a legended Warrant, certificate representing such Shares deliver or cause to be delivered to such Purchaser Investor a Warrant certificate representing such Shares that is free from all restrictive legends. Certificates for Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Investors by crediting the account of the Investor’s prime broker with the Depository Trust Company (“DTC”) as directed by such Investor. The Company warrants that no instruction other than the Warrants 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 Purchaser 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 Purchaser Investor will sell any such Warrants Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.