Common use of Other Agreements of the Parties Clause in Contracts

Other Agreements of the Parties. TRANSFER RESTRICTIONS. Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as 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 the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counsel. The Company agrees that following the Effective Date, it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilution.

Other Agreements of the Parties. TRANSFER RESTRICTIONS1 Transfer Restrictions. (a) Each Investor covenants that the Securities may will only be disposed of pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws, including, in the case of any transfer of Securities by such Investor pursuant to the Registration Statement, that such Investor will deliver a current prospectus (unless such a prospectus is deemed to have been delivered pursuant to Rule 172 under the Securities Act) and, in the case of any such transfer pursuant to Rule 144, that such Investor will comply with the requirements of Rule 144. In connection with any transfer of Securities (other than any such transfer (i) pursuant to an effective registration statement statement, (ii) pursuant to Rule 144(k) or (iii) to the Company, except as otherwise set forth herein), the Company may shall require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct or is exempt from such registration. Any Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with the Transfer Agent, without any such legal opinion, except to the extent that the Transfer Agent requests such legal opinion, any transfer of Securities by an Investor to an Affiliate of such Investor, provided that the transferee shall agree certifies to the Company that it is an "accredited investor" as defined in writing to be bound by Rule 501(a) under the terms Securities Act and provided that such Affiliate does not request any removal of this Agreement and shall have any existing legends on any certificate evidencing the rights of a Purchaser under this Agreement and the Registration Rights AgreementSecurities. (b) The Purchasers Investors agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend on the any certificate evidencing Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. The Underlying Shares Certificates evidencing Securities shall not be required to contain the such legend set forth above nor or any other legend if (i) after the conversion of Debentures, occurs at any time while an Underlying Shares Securities have been sold pursuant to a Registration Statement that is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with covering the resale of such Underlying SharesSecurities, or in the event there is not an effective Underlying Shares Registration Statement, and (ii) following any sale of such Securities pursuant to Rule 144 is not then available if the holder provides the Company with a legal opinion providing reasonable assurances that the Securities can be sold under Rule 144, (iii) if the holder provides the Company with a certificate providing reasonable assurances that the Securities are eligible for resale of sale under Rule 144(k) or (iv) if the Underlying Shares, at such time as holder provides the Company with a legal opinion providing reasonable assurances that such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff Staff of the CommissionSEC). The Company shall cause its counsel to issue the legal opinion confirmation included in the Transfer Agent Instructions to the Company's transfer agent Transfer Agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counsel. The Company agrees that following the Effective Date. Following the Effective Date or at such earlier time as a legend is no longer required for certain Securities, it the Company will, no later than three (3) Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent of a legended certificate or certificates representing Underlying Shares issued with a restrictive legendsuch Securities and an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser certificates Investor a certificate representing such shares which shall be Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which Transfer Agent that enlarge the restrictions of on transfer set forth in this SectionSection 4.1(b). ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilution.2

Other Agreements of the Parties. TRANSFER RESTRICTIONS. The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company, except Company or to an Affiliate of a Purchaser or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)4.1, of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Underlying Shares Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall not contain be required in connection therewith. Further, no notice shall be required of such pledge. At the legend set forth above nor any other legend appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the conversion Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of Debentures, occurs at any time while an Underlying Shares Registration Statement is effective required prospectus supplement under Rule 424(b)(3) under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as such legend is not required under other applicable requirements provision of the Securities Act to appropriately amend the list of Selling Stockholders (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included as defined in the Transfer Agent Instructions to the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counsel. The Company agrees that following the Effective Date, it will, no later than three (3Rights Agreement) Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilutionthereunder.

Other Agreements of the Parties. TRANSFER RESTRICTIONSSection 7.1. Securities may only be disposed Filing of pursuant Schedule 13D or 13G. In the event that a Transferee is required to an effective registration statement under the Securities Act, file a report of beneficial ownership on Schedule 13D or 13G with respect to the Company Transferred Shares beneficially owned by him (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such Transferee agrees that, unless otherwise directed by Accenture SCA or pursuant to an available exemption from its authorized representative, such Transferee will not file a separate such report, but will file a report together with such other persons as Accenture SCA or in a transaction not subject to its authorized representative shall direct, containing the registration requirements of information required by the Securities Exchange Act, and in compliance with any applicable federal such Transferee understands and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion agrees that such report shall be reasonably satisfactory filed on his behalf by Accenture SCA or its authorized representative. Such Transferee shall cooperate fully with Accenture SCA or its authorized representative to achieve the Companytimely filing of any such report and any amendments thereto as may be required, to the effect and such Transferee agrees that any information concerning such transfer does not require registration of Transferee which such transferred Securities under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") Transferee furnishes in connection with the resale preparation and filing of such Underlying report will be complete and accurate. By his acceptance of the Transferred Shares, each Transferee appoints Accenture SCA, or its authorized representative, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to execute such reports and any and all amendments thereto and to file such reports with all exhibits thereto and other documents in connection therewith with the event there is not an effective Underlying Shares Registration StatementUnited States Securities and Exchange Commission and, if necessary, foreign regulators, granting to such attorneys, and Rule 144 each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 7.1 as such Transferee might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. Each Transferee hereby further designates such attorneys as such Transferee's agents authorized to receive notices and communications with respect to such reports and any amendments thereto. It is not then available understood and agreed by each such Transferee that this appointment, empowerment and authorization may be exercised by the aforementioned persons for resale the period beginning on the date hereof and continuing during the term of the Underlying Shares, at this Agreement (and shall extend thereafter for such time as is required to reflect that such legend Transferee is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionno longer a party to this Agreement). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counsel. The Company agrees that following the Effective Date, it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilution.

Other Agreements of the Parties. TRANSFER RESTRICTIONS. 4.1 (a) The Securities may only be disposed of pursuant to an effective registration statement have not been registered under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements any applicable state securities law and may only he disposed of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or statement, to the Company, except to an Affiliate of an Investor who is an accredited investor or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any such transferee shall agree in writing to be bound by (b) Certificates evidencing the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of Securities will contain the following legend on the Securities: legend, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH ISSUABLE UPON EXERCISE OF THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Underlying Shares Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account of Investor and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall not contain be required in connection with the legend set forth above nor pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any other legend if the conversion required prospectus supplement under Rule 424(b)(3) of Debentures, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as such legend is not required under other applicable requirements provision of the Securities Act (including judicial interpretations and pronouncements issued by to appropriately amend the staff list of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counsel. The Company agrees that following the Effective Date, it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilutionSelling Stockholders thereunder.

Other Agreements of the Parties. TRANSFER RESTRICTIONSTransfer Restrictions. The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company, except Company or to an affiliate of a Purchaser or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. The Underlying Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Certificates evidencing the Shares and the Warrant Shares shall not contain any legend (including the legend set forth above nor any other legend if in Section 4.1(b)), (i) while a registration statement (including the conversion Registration Statement) covering the resale of Debentures, occurs at any time while an Underlying Shares Registration Statement such security is effective under the Securities Act Act, or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144"ii) in connection with the resale following any sale of such Underlying SharesShares or Warrant Shares pursuant to Rule 144, or in the event there is not an effective Underlying (iii) if such Shares Registration Statementor Warrant Shares are eligible for sale under Rule 144(k), and Rule 144 is not then available for resale of the Underlying Shares, at such time as 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 the a legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on promptly after the date that an Underlying Shares Registration Statement is declared effective Effective Date if required by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counseltransfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective DateDate or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Shares or certificates representing Underlying Shares Warrant Shares, as the case may be, issued with a restrictive legendlegend (such third Trading Day, the "Legend Removal Date"), deliver or cause to be delivered to such Purchaser certificates a certificate representing such shares which shall be that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer 113 agent of the Company which that enlarge the restrictions of on transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTIONCertificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser's prime broker with the Depository Trust Company System. In addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company's transfer agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company's reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. Furnishing of Information/Exchange Act Registration. The Company acknowledges that hereby agrees to file a registration statement on Form 8-A registering its Common Stock under the issuance Exchange Act contemporaneously with its filing of Underlying Shares upon a request with the conversion Commission to accelerate effectiveness of its registration statement on Form F-1 or F-4. As long as any Purchaser owns Securities, the Debentures Company covenants to timely file (or exercise of obtain extensions in respect thereof and file within the Warrants applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will result prepare and furnish to the Purchasers and make publicly available in dilution of accordance with Rule 144(c) such information as is required for the outstanding shares of Common Stock, which dilution may be substantial Purchasers to sell the Securities under certain market conditionsRule 144. The Company further acknowledges covenants that its obligation it will take such further action as any holder of Securities may reasonably request, all to issue Underlying Shares upon conversion the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the limitation of the Debentures exemptions provided by Rule 144. Integration. The Company shall not sell, offer for sale or exercise solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Warrants is unconditional and absolute, subject Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the limitations set forth in Purchasers or that would be integrated with the Debentures and Warrants, regardless offer or sale of the effect Securities for purposes of the rules and regulations of any Trading Market such dilution.that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. SECURITIES LAWS DISCLOSURE; PUBLICITY. THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SHELLCO, WITHIN FOUR TRADING DAYS FOLLOWING THE DATE OF EXECUTION OF THE MERGER AGREEMENT, TO ISSUE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND ATTACHING THE TRANSACTION DOCUMENTS AND THE MERGER AGREEMENT AND ALL OTHER MATERIAL DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE MERGER THERETO. THE COMPANY AND FW SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH RESPECT TO ANY PRESS RELEASE OF ANY PURCHASER, OR WITHOUT THE PRIOR CONSENT OF FW, WITH RESPECT TO ANY PRESS RELEASE OF THE COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR COMMUNICATION. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY FILING WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT (I) AS REQUIRED BY FEDERAL SECURITIES LAW IN CONNECTION WITH THE REGISTRATION STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE THE PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER SUBCLAUSE (I) OR (II). SHAREHOLDER RIGHTS PLAN. NO CLAIM WILL BE MADE OR ENFORCED BY THE COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PERSON THAT ANY PURCHASER IS AN "ACQUIRING PERSON" UNDER ANY SHAREHOLDER RIGHTS PLAN OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR HEREAFTER ADOPTED BY THE COMPANY, OR THAT ANY PURCHASER COULD BE DEEMED TO TRIGGER THE PROVISIONS OF ANY SUCH PLAN OR ARRANGEMENT, BY VIRTUE OF RECEIVING SECURITIES UNDER THE TRANSACTION DOCUMENTS OR UNDER ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS. THE COMPANY SHALL CONDUCT ITS BUSINESS IN A MANNER SO THAT IT WILL NOT BECOME SUBJECT TO THE INVESTMENT COMPANY ACT. NON-PUBLIC INFORMATION. THE COMPANY COVENANTS AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION AFTER THE DATE HEREOF, UNLESS PRIOR THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF SUCH INFORMATION (IT BEING EXPRESSLY ACKNOWLEDGED AND AGREED BY THE COMPANY THAT NO PURCHASER SHALL HAVE ANY MATERIAL NON-PUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES IMMEDIATELY AFTER THE FIRST PUBLIC DISCLOSURE (AS DESCRIBED IN SECTION 4.4) OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY. USE OF PROCEEDS. EXCEPT AS SET FORTH ON SCHEDULE 4.7 ATTACHED HERETO WITH RESPECT TO THE PAYMENT OF DEBT ON VESSELS OWNED BY THE SUBSIDIARIES, THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES AND NOT FOR THE SATISFACTION OF ANY PORTION OF THE COMPANY'S DEBT (OTHER THAN PAYMENT OF TRADE PAYABLES IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS AND PRIOR PRACTICES), TO REDEEM ANY COMMON STOCK OR COMMON STOCK EQUIVALENTS OR TO SETTLE ANY OUTSTANDING LITIGATION. 115

Other Agreements of the Parties. TRANSFER RESTRICTIONSTransfer Restrictions. Securities If the Purchaser should decide to dispose of any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of Securities any Shares or the Warrant other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require that the transferor thereof to of such Shares or Warrant provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares or Warrant under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAct or any state securities laws. The Purchasers agree Purchaser agrees to the imprinting, so long as is required by the provisions of this Section 3.1(b)4.1, of the following legend on certificates representing the SecuritiesShares, the Warrant and the Underlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The Underlying Shares shall not contain the legend set forth above nor any other legend if shall be removed upon the conversion of Debentures, occurs Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time while an after the Underlying Shares Registration Statement has been declared effective under the Securities Act or, if no Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Sharesthen effective, or if in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale opinion of counsel to the Underlying Shares, at such time as Company experienced in the area of United States securities laws such legend is not no longer 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 certificates representing the legal opinion included in Shares, the Transfer Agent Instructions to Warrant and the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective shall also bear any other legends required by the Commission (such dateapplicable Federal or state securities laws, the "EFFECTIVE DATE"), it being agreed that the Purchasers are which legends shall be removed when not third-party beneficiaries of the Company's relationship required in accordance with its counselthis Section 4.1. The Company agrees that following it will provide the Effective DatePurchaser, it willupon request, no later than three (3) Trading Days following the delivery by with a Purchaser to the Company of a substitute stock certificate or certificates representing or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares issued by it pursuant to an effective registration statement under the Securities Act, it will comply with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from all restrictive and other legendsprospectus delivery requirements of the Securities Act. The Company may not makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make any a notation on its records or and give instructions to any transfer agent of the Company which enlarge in order to implement the restrictions of on transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilutionSection 4.1 above.

Other Agreements of the Parties. TRANSFER RESTRICTIONSTransfer Restrictions. The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or statement, to the Company, except to an Affiliate of a Purchaser or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER. The Underlying Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer and, if required under the terms of such arrangement, such Purchaser may transfer pledged Securities to the pledgees. Such a pledge would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth above nor any other legend if in Section 4.1(b)), (i) while a registration statement (including the conversion Registration Statement) covering the resale of Debentures, occurs at any time while an Underlying Shares Registration Statement such security is effective under the Securities Act Act, or the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144"ii) in connection with the resale following any sale of such Underlying SharesShares or Warrant Shares pursuant to Rule 144, or in the event there is not an effective Underlying (iii) if such Shares Registration Statementor Warrant Shares are eligible for sale under Rule 144(k), and Rule 144 is not then available for resale of the Underlying Shares, at such time as or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company shall cause its counsel to issue the a legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on promptly after the date that an Underlying Shares Registration Statement is declared effective Effective Date if required by the Commission (such date, the "EFFECTIVE DATE"), it being agreed that the Purchasers are not third-party beneficiaries of the Company's relationship with its counseltransfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective DateDate or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three (3) five Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Shares or certificates representing Underlying Shares Warrant Shares, as the case may be, issued with a restrictive legendlegend ("Share Delivery Date"), deliver or cause to be delivered to such Purchaser certificates a certificate representing such shares which shall be Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this Section. ACKNOWLEDGMENT OF DILUTIONIn addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company's transfer agent) subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the applicable Share Delivery Date until such certificate is delivered. The Company acknowledges Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser severally and not jointly agrees that the issuance removal of Underlying Shares the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the conversion Company's reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Debentures Securities Act, including any applicable prospectus delivery requirements, or exercise an exemption therefrom. Furnishing of Information. As long as any Purchaser owns Securities, the Warrants Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. Upon the request of any such holder of Securities, the Company shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with the preceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will result prepare and furnish to the Purchasers and make publicly available in dilution of accordance with Rule 144(c) such information as is required for the outstanding shares of Common Stock, which dilution may be substantial Purchasers to sell the Securities under certain market conditionsRule 144. The Company further acknowledges covenants that its obligation it will take such further action as any holder of Securities may reasonably request, all to issue Underlying Shares upon conversion the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the limitation of the Debentures exemptions provided by Rule 144. Integration. The Company shall not sell, offer for sale or exercise solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Warrants is unconditional and absolute, subject Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the limitations set forth Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that the transaction contemplated hereby would violate any such rules or regulations. [RESERVED] Securities Laws Disclosure; Publicity. The Company shall, within one (1) Trading Day following the date hereof, issue a press release or file a Current Report on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the transactions contemplated hereby and make such other filings and notices in the Debentures manner and Warrantstime required by the Commission. The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, regardless and neither the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the effect Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld, except if such dilutiondisclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the registration statement contemplated by the Registration Rights Agreement and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under subclause (i) or (ii).