Common use of Delivery of Unlegended Shares Clause in Contracts

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company 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 delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the 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 Seller.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Common Shares held by a Purchaser have been sold pursuant to remove legendsRule 144, (ii) a representation that the requirements of Rule 144 have been satisfied, and (iii) the original share certificates representing the Common Shares that have been sold, and (iv) customary representation letters of the Purchaser and/or Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g2(e) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Shares certificate, if any, to the Subscriber Purchaser 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. In lieu of delivering physical certificates representing the Unlegended Shares, if the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer fees program, upon request of a Purchaser, so long as the certificates therefor do not bear a legend and such Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission system. Such delivery must be made on or before the responsibility of the SellerUnlegended Shares Delivery Date.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Shares or Warrant Shares or any other Common Shares held by a Holder have been sold pursuant to remove legendsthe Registration Statement or Rule 144 under the 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 (iii) the original share certificates representing the Common Shares that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Holder and/or Holder’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberHolder) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock Shares without any legends, legends including the legend set forth in Section 4(g4(i) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber 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 In the responsibility event the Shares are electronically transferable, then delivery of the SellerShares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock received upon conversion, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of the Debenture not so converted will be provided by the Company to the Holder if requested by Holder, provided the Holder delivers the original Debenture to the Company. In the event that a Holder elects not to surrender a Debenture for reissuance upon partial payment or conversion, the Holder hereby agrees to indemnify and hold harmless the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Debenture. In the event that Unlegended Shares shall not be timely delivered as required in this paragraph (or within five days thereof), or within one day thereafter, the Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of principal amount of Debentures for each delay per day beyond the delivery date specified above (as liquidated damages and not as a penalty).

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to remove legendsa registration statement or Rule 144 under the 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 (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company Purchaser to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g4(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 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares Common Stock certificate, if any, to the Subscriber Purchaser 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 Company understands that a delay in the responsibility delivery of the SellerUnlegended Shares later than the Unlegended Shares Delivery Date could result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $250.00 per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock or (ii) the parity value of the Default Sum to be paid (as defined in Section 3.16 of the Note) (“Unlegended Redemption Amount”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery DateUNLEGENDED SHARES DELIVERY DATE") after the business day on which the Company has received such holder(i) a written notice that Registrable Securities have been sold pursuant to Rule 144 under the 1933 Act, and the requirements of Rule 144 have been satisfied, or at any time when the Registrable Securities are included for public resale in an effective registration statement, (ii) the original share certificates representing the shares of Common Stock that have been sold under Rule 144 or included in the effective registration statement, and (iii) in the case of sales under Rule 144, customary representation letters of the Subscriber and/or Subscriber's request to remove legendsbroker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver deliver, to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g) 4 above, reissuable issuable pursuant to any effective and current Registration Statement described in Section 11 10 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended SharesUNLEGENDED SHARES"); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificateunsold shares of Common Stock, if any, to the 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 Seller. Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing the Shares is predicated upon the Company's reliance that the Subscriber will sell the Shares pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder(i) a notice that Shares, or Warrant Shares have been sold pursuant to the Registration Statement or Rule 144 under the 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 (iii) 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 Subscriber and/or Subscriber's request to remove legendsbroker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) 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 delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g4(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 1933 Act (the "Unlegended Shares"); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificatecertificates, if any, to the 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 Seller. (b) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of a Subscriber, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscriber's prime Broker with DTC through its Deposit Withdrawal Agent Commission system. Such delivery must be made on or before the Unlegended Shares Delivery Date.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three five (35) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company 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 delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the 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 Seller.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being day, the "“Unlegended Shares Delivery Date"”) after the business day on which the Company Guarantor has received such holder's request to remove legends(i) a notice that Registrable Securities have been sold either pursuant to, and in compliance with, the Company 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 delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 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 the Company (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificateunsold Registrable Securities, if any, to the Subscriber 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 SellerLender. 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) Neither None of the Shares nor the Warrant Shares Registrable Securities shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities 1933 Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company 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 delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the 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 Seller.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company Borrower has received such holder's request (i) a notice that Conversion Shares, or any other Common Stock held by Holder has been sold pursuant to remove legendsa registration statement or Rule 144 under the 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 (iv) in the case of sales under Rule 144, customary representation letters of the Holder and, if required, Holder’s broker regarding compliance with the requirements of Rule 144, the Company Borrower at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company Borrower to deliver to its transfer agent (with copies to SubscriberHolder) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in this Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares Common Stock certificate, if any, to the Subscriber 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 In lieu of delivering physical certificates representing the Unlegended Shares, upon request of Holder, so long as the certificates therefor do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Borrower shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Holder’s prime broker with the Depository Trust Borrower through its Deposit Withdrawal 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 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 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 Shares subject to such default at a price per share equal to the greater of (i) 120%, or (ii) a fraction in which the numerator 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”). 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 amount of the aggregate purchase price of the 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 responsibility 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 required pursuant to this Agreement and after the 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 Sellershares 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 accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if 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) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), 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 Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant 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 Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder(i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to a registration statement or Rule 144 under the 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 (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser's request to remove legendsbroker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g4(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 1933 Act above (the "Unlegended Shares"); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares Common Stock certificate, if any, to the Subscriber Purchaser 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 b) The Company understands that a delay in the responsibility delivery of the SellerUnlegended Shares later than the Unlegended Shares Delivery Date could result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $1,000.00 per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty (30) day period and the denominator of which is the lowest conversion price during such thirty (30) day period, multiplied by the conversion price or exercise price, as the case may be ("Unlegended Redemption Amount"). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.