Common use of Delivery of Unlegended Shares Clause in Contracts

Delivery of Unlegended Shares. Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Guarantor has received (i) a notice that Registrable Securities have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act (“Rule 144”) and (ii) in the case of sales under Rule 144, customary representation letters of the Lender and Lender’s broker regarding compliance with the requirements of Rule 144, the Guarantor at its expense, (A) shall deliver the Registrable Securities so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Registrable Securities, if any, to the Lender at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Lender. In lieu of delivering physical certificates representing the Unlegended Shares, if the Guarantor’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of a Lender, so long as the certificates therefor do not bear a legend and the Lender is not obligated to return such certificate for the placement of a legend thereon, the Guarantor shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of the Lender’s broker with DTC through its Deposit/Withdrawal at Custodian system. Such delivery must be made on or before the Unlegended Shares Delivery Date but is subject to the cooperation of the Lender’s broker (the so-called DTC participant). Each of the Lenders agrees that the removal of the restrictive legend from certificates representing the Registrable Securities as set forth in this Section is predicated upon the Guarantor’s reliance that the Lender will sell any Registrable Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Delivery of Unlegended Shares. (a) Within three (3) business days (such third business day, day being the “"Unlegended Shares Delivery Date”") after the business day on which the Guarantor Company has received (i) a notice that Registrable Securities Shares, or Warrant Shares have been sold either pursuant to, and in compliance with, to the Registration Statement or Rule 144 under the Securities Act 1933 Act, (“ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144”) , as applicable and if required, have been satisfied, and (iiiii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Lender and Lender’s Subscriber and/or Subscriber's broker regarding compliance with the requirements of Rule 144, the Guarantor Company at its expense, (Ay) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the Registrable Securities so sold delivery of shares of Common Stock without any restrictive legends relating including the legend set forth in Section 4(h) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the Securities 1933 Act (the “"Unlegended Shares”"); and (Bz) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Registrable Securitiessubmitted certificates, if any, to the Lender Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the LenderSeller. (b) In lieu of delivering physical certificates representing the Unlegended Shares, if the Guarantor’s Company's transfer agent is participating in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, upon request of a LenderSubscriber, so long as the certificates therefor do not bear a legend and the Lender Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Guarantor Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of the Lender’s broker Subscriber's prime Broker with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system. Such delivery must be made on or before the Unlegended Shares Delivery Date but is subject to the cooperation of the Lender’s broker (the so-called DTC participant). Each of the Lenders agrees that the removal of the restrictive legend from certificates representing the Registrable Securities as set forth in this Section is predicated upon the Guarantor’s reliance that the Lender will sell any Registrable Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromDate.

Delivery of Unlegended Shares. Within three (3) business days (such third business day, day being the “Unlegended Shares Delivery Date”) after the business day on which the Guarantor Borrower has received (i) a notice that Registrable Securities have Conversion Shares, or any other Common Stock held by Holder has been sold either pursuant to, and in compliance with, the Registration Statement to a registration statement or Rule 144 under the Securities Act 1933 Act, (“ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144”, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iiiv) in the case of sales under Rule 144, customary representation letters of the Lender and LenderHolder and, if required, Holder’s broker regarding compliance with the requirements of Rule 144, the Guarantor Borrower at its expense, (Ay) shall deliver, and shall cause legal counsel selected by the Borrower to deliver to its transfer agent (with copies to Holder) an appropriate instruction and opinion of such counsel, directing the Registrable Securities so sold delivery of shares of Common Stock without any restrictive legends relating to including the Securities Act legend set forth in this Section 11 (the “Unlegended Shares”); and (Bz) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Registrable Securitiessubmitted Common Stock certificate, if any, to the Lender Holder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Lender. In lieu of delivering physical certificates representing the Unlegended Shares, if the Guarantor’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of a LenderHolder, so long as the certificates therefor do not bear a legend and the Lender Holder is not obligated to return such certificate for the placement of a legend thereon, the Guarantor Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of the LenderHolder’s prime broker with DTC the Depository Trust Borrower through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, if such transfer agent participates in such DWAC system. Such delivery must be made on or before the Unlegended Shares Delivery Date. The Borrower understands that a delay in the delivery of the Unlegended Shares pursuant to Section 11 hereof later than the Unlegended Shares Delivery Date but is could result in economic loss to a Holder. As compensation to a Holder for such loss, the Borrower agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Holder for late delivery of Unlegended Shares in the amount of $100 per business day after the Delivery Date for each $10,000 of purchase price of the Unlegended Shares subject to the cooperation delivery default. If during any 360 day period, the Borrower fails to deliver Unlegended Shares as required by this Section 11 for an aggregate of thirty days, then each Holder or assignee holding Securities subject to such default may, at its option, require the Borrower to redeem all or any portion of the Lender’s broker Shares subject to such default at a price per share equal to the greater of (i) 120%, or (ii) a fraction in which the so-called DTC participantnumerator is the highest closing price of the Common Stock during the afore described thirty day period and the denominator of which is the lowest conversion price during such thirty day period, multiplied by the price paid by Holder for such Common Stock (“Unlegended Redemption Amount”). Each The Borrower shall pay any payments incurred under this Section in immediately available funds upon demand. In the event a Holder shall request delivery of Unlegended Shares as described in Section 11 and the Borrower is required to deliver such Unlegended Shares pursuant to Section 11, the Borrower may not refuse to deliver Unlegended Shares based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Borrower and the Borrower has posted a surety bond for the benefit of such Holder in the amount of 120% of the Lenders agrees that the removal amount of the restrictive legend from certificates representing aggregate purchase price of the Registrable Securities Common Stock which are subject to the injunction or temporary restraining order, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent Holder obtains judgment in Holder’s favor. In addition to any other rights available to Holder, if the Borrower fails to deliver to a Holder Unlegended Shares as set forth in this Section is predicated upon the Guarantor’s reliance that the Lender will sell any Registrable Securities required pursuant to either this Agreement and after the registration requirements Unlegended Shares Delivery Date, the Holder or a broker on the Holder’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Holder of the Securities Actshares of Common Stock which the Holder was entitled to receive from the Borrower (a “Buy-In”), then the Borrower shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Borrower for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any applicable prospectus delivery requirementsaccrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, or an exemption therefromif a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Borrower for reissuance as Unlegended Shares, the Borrower shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In.”

Delivery of Unlegended Shares. (a) The Common Stock shall not contain any legend, provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Stock pursuant to Rule 144, or (iii) if such Common Stock 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 Staff of the Commission). A holder of Common Stock may, by notice to the Corporation, require the Corporation to reissue any Common Stock previously issued, so that new Common Stock does not contain any legends. Within three five (5) business days (such fifth (5th) business day, day being the “Unlegended Shares Delivery Date”) after the business day on which the Guarantor Corporation has received such holder’s request to remove legends (i) a notice that Registrable Securities have been sold either pursuant toalong with receipt of any already existing legended securities held by holder of appropriate Conversion Notices necessary for issuance of shares, the Corporation shall deliver, and in compliance withshall cause legal counsel selected by the Corporation to deliver to its transfer agent (with copies to Holder) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, reissuable pursuant to any effective and current Registration Statement described in Section 6 of this Agreement or pursuant to Rule 144 under the Securities Act (“Rule 144”) and (ii) in the case of sales under Rule 144, customary representation letters of the Lender and Lender’s broker regarding compliance with the requirements of Rule 144, the Guarantor at its expense, (A) shall deliver the Registrable Securities so sold without any restrictive legends relating to the Securities 1933 Act (the “Unlegended Shares”); and (B) the Corporation shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Registrable Securitiessubmitted certificate, if any, to the Lender Holder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the LenderSeller. In lieu the event that the shares of delivering physical certificates representing the Unlegended Shares, if the Guarantor’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of a Lender, so long as the certificates therefor do not bear a legend and the Lender Common Stock is not obligated registered or that unlegended shares are not able to return such certificate for be issued as a result of the placement non-availability of a legend thereonan exemption under the 1933 Act, the Guarantor shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account Holder hereby accepts issuance of the Lender’s broker with DTC through its Deposit/Withdrawal at Custodian system. Such delivery must be made on or before the Unlegended Shares Delivery Date but is subject to the cooperation of the Lender’s broker (the so-called DTC participant). Each of the Lenders agrees that the removal of the restrictive legend from certificates representing the Registrable Securities as set forth in this Section is predicated upon the Guarantor’s reliance that the Lender will sell any Registrable Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromrestricted and appropriately legended shares.