Common use of FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Clause in Contracts

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx Petroleum, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx Petroleum, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 , the Company filed a Registration Statement on Form S-1 (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] and Trust Company Operations Center 6000 00xx Xxx., Xxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Attention: [●] Re: Xxxx PetroleumAPPLIED DNA SCIENCES, Inc. INC. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumApplied DNA Sciences, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement Agreement, dated as of [●], 2018 (the “Securities Purchase Agreement”) ), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares secured convertible notes (the “Preferred SharesNotes”) which are convertible into the Company’s common stock, $0.0001 0.001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock per share (the “WarrantsCommon Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Notes under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on _______, 200 201_, the Company filed a Registration Statement on Form S-1 (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder shareholder thereunder. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry based upon our review of a member the list of current stop orders available on the SEC’s staffwebsite, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated [●], 2006. This letter shall serve as our standing opinion with regard to this matter. 2018, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities.. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx Petroleum_____], 2006 Computershare Trust Co., Inc. Attn: Nxxxxx Xxxx 300 Xxxxxxx, Xxxxx. 000 Xxxxxx, XX 00000 Ladies and Gentlemen: [We are][I am] counsel Reference is made to Xxxx Petroleumthat certain Securities Purchase Agreement, Inc.dated as of May____, 2006 (the “Agreement”), by and among The American Energy Group, Ltd., a Delaware Nevada corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers investors named therein on Exhibit A attached thereto (collectively, the “Holders”) ), pursuant to which the Company issued to the Holders preferred is issuing shares of its Common Stock, par value $[__] per share (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), and warrants to purchase shares of Common Stock and warrants exercisable for shares of the Common Stock (the “Warrants”)) to the Holders. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Warrants under the Securities Act of 1933, as amended (the “1933 Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreementsuch agreement, on [_____], 200 2006, the Company filed a Registration Statement on Form S-1 _____ (File No. 333- 333-[_____]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities Securities, which names each of the Holders (or transferees thereof) as a selling stockholder thereunder. In connection with the foregoing, [we][I] I advise you that a member of the SEC’s staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Securities Act at [ENTER TIME OF EFFECTIVENESS_____] on [ENTER DATE OF EFFECTIVENESS] _____], 2006, and [we][I] I have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Securities Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSELLegal Counsel] By:_____________________ cc: [List Names of Holders] Exhibit E SCHEDULE 3.1(a) [Subsidiaries] The Company has the following Subsidiaries (with its percentage ownership of equity interests specified): The American Energy Operating Corp., a Texas corporation - $100% SCHEDULE 3.1(f) [Capitalization] The Company’s authorized capital stock consists of 80,000,000 shares of common stock, par value $.001 per share, and 20,000,000 shares of preferred stock, par value $.001 per share. The transfer agent and registrar for the Company’s Common Stock is Computershare Trust Co., Inc., 300 Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. As of April 28, 2006 there were 27,535,876 shares of common stock outstanding. At the closing of the Offering, there will be 29,859,406 shares of common stock outstanding assuming all of the Shares offered hereby are sold (and including all shares issued pursuant to prior private placements but excluding in-the-money warrants). There are no outstanding shares of Preferred Stock. The rights of all holders of the common stock are identical in all respects. The holders of the common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Upon liquidation, dissolution or winding up of the Company, the holders of the common stock are entitled to share ratably in all aspects of the Company that are legally available for distribution, after payment of or provision for all debts and liabilities and after preferences are afforded to the holders of the preferred shares. The Preferred shares have preference over the Common Stock in the event of liquidation of the Company. As of April 28, 2006, the following warrants to purchase shares of the Company’s common stock were outstanding: Strike Price Number of Warrants Expiration Date $ 0.75 1,000,000 04/12/2010 $ 1.00 500,000 04/12/2010 $ 1.50 660,000 04/12/2010 (500,000) $ 1.75 100,000 09/12/2008 (60,000) 09/30/2008 (100,000) TOTAL 2,260,000 After the Offering, there will be 3,867,325 Warrants issued and outstanding. SCHEDULE 3.1(h) [Material Changes] None. SCHEDULE 3.1(i) [Litigation] The Company, together with its subsidiary, The American Energy Operating Corp., were joined as defendants in a new lawsuit initiated on January 12, 2006, in the 281st Judicial District Court of Hxxxxx County, Texas. The suit is titled: M.X. Xxxx Xxxxxxx, Sxxxxx X. Xxxx and Khan & Pxxxxxx vs. The American Energy Group, Ltd., The American Energy Operating Corp., Hycarbex-American Energy, Inc. f/k/a Hycarbex, Inc., Pxxxxx Xxxxxxx, Ixxxxxxx Xxxxx Zxxxx and Georg Friedher Von Canal. The other named defendants are Hycarbex-American Energy, Inc., Pxxxxx Xxxxxxx and Ixxxxxxx Xxxxx. The plaintiffs are Mxxx Xxxxxxx, who originally incorporated Hycarbex, Inc. (“Hycarbex”) in 1985, and Sxxxxx Xxxx and Khan & Pxxxxxx, Pakistan-based attorneys. According to the plaintiffs’ pleadings, the plaintiffs allege that in 1995, shortly after the petroleum exploration license covering the Jacobabad Block 2768-4 was awarded to Hycarbex, the Company acquired all of the outstanding stock of Hycarbex. The plaintiffs further state in their pleadings that consideration for the sale of the stock included a 1% overriding royalty assigned to Hussain, and that Hussain subsequently assigned two tenths of one percent of same to Sxxxxx Xxxx. Plaintiffs further assert that in connection with the subsequent acquisition by Hycarbex of the Yasin block in 2001, Khan & Pxxxxxx assisted in the acquisition and were promised by Hycarbex, according to Plaintiffs, twenty percent of the Yasin concession. The plaintiffs allege that the several defendants have failed to honor the alleged commitments without identifying the specific party responsible for the alleged obligation. The Company has filed its response to the pleadings and intends to defend the allegations. It is the Company’s position that it has no liability to the named plaintiffs and that the dispute, if any, should lie entirely between the plaintiffs and Hycarbex. The outcome of the lawsuit is not expected to have an adverse effect upon the Company because Hycarbex has provided a written affirmation to the Company that the Company will continue to hold its 18% royalty in the Yasin Block despite the outcome of the lawsuit. SCHEDULE 3.1(o) [Others with Piggy Back Registration Rights] Cxxxxxx X. Xxxxx - 60,000 Warrants Jxxx X. Xxxxxxxx - 100,000 Warrants Mxxxxxxxxxx Xxxxxxxx - 100,000 Warrants Pxxxxx Xxxxxxx, Director - 1,000,000 Warrants Ixxxxxxx Xxxxx, Director - 1,000,000 Warrants

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Action Stock Transfer Agent] [Address] Corp. 0000 X. Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Facsimile: (000) 000-0000 E-mail address: xxxx@xxxxxxxxxxxxxxxxxxx.xxx Attention: Re: Xxxx PetroleumSANUWAVE Health, Inc. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumSANUWAVE Health, Inc., a Delaware Nevada corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into of the Company’s common stock, $0.0001 .001 par value per share (the ”“Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement on Form S-1 [S-1][S-3] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction opinion to you that the shares of Common Stock and the shares of Common Stock underlying the Warrants are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions (in the form attached hereto), dated _________ __, 2006. This letter shall serve as our standing opinion with regard to this matter20__. Very truly yours, [ISSUER’S COUNSEL] By:_____________________ CC: [LIST NAMES OF HOLDERS] IRREVOCABLE TRANSFER AGENT INSTRUCTIONS SANUWAVE HEALTH, INC. March 17, 2014 Action Stock Transfer Corp. 0000 X. Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Facsimile: (000) 000-0000 E-mail address: xxxx@xxxxxxxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of March 17, 2014 (the “Agreement”), by and among SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and the investors named on the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), preferred stock of the Company, par value $0.01 per share (the “Preferred Stock”), and the Warrants (as defined in the Agreement), which are exercisable for shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumGlobal Employment Holdings, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumGlobal Employment Holdings, Inc., a Delaware corporation (the “"Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company Global Employment Solutions, Inc., a Colorado corporation, and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into of the Company’s common stock, $0.0001 par value $0.001 per share (the ”“Common Stock”), shares ) and three series of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 , the Company filed a Registration Statement on Form S-1 (File No. 333- ) (the “"Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated [ ], 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSEL] By: CC: [LIST NAMES OF HOLDERS] Exhibit F Form of Bxxxxxxxxx Hxxxx & Fxxxxx, P.C. Opinion (see attached) March 31, 2006 The Buyers Listed on the Schedule of Buyers Attached to the Securities Purchase Agreement (as defined below) RE: Common Stock Securities Purchase Agreement, dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation (“Global”), and the Investors listed on the Schedule of Buyers attached thereto (the “Securities Purchase Agreement”) Ladies and Gentlemen: We have acted as counsel to Global Employment Holdings, Inc. (“Holdings”), Global and the Subsidiaries in connection with the Securities Purchase Agreement. This opinion is delivered pursuant to Section 7(c) of the Securities Purchase Agreement. Capitalized terms used and not defined herein have the meanings given such terms in the Securities Purchase Agreement. In addition to the Securities Purchase Agreement, we have reviewed the following documents, each dated as of the date hereof:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] & Trust Company 0000 00xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx, Vice President Re: Xxxx PetroleumAmish Naturals, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumAmish Naturals, Inc., a Delaware Nevada corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement (the “"Securities Purchase Agreement”") entered into by and among the Company and the buyers named therein (collectively, the “"Holders”") pursuant to which the Company issued to the Holders preferred shares (the “Preferred "Common Shares”") convertible into of the Company’s 's common stock, $0.0001 par value $0.001 per share (the ”"Common Stock”"), shares of senior secured convertible notes (the "Notes") which shall be convertible into Common Stock and warrants exercisable for shares of Common Stock (the “"Warrants”"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “"Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares, the shares of Common Stock issuable upon conversion of the Preferred SharesNotes, the shares of Common Stock issuable as interest on the Notes and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 200_, the Company filed a Registration Statement on Form S-1 S-___ (File No. 333- 333-_____________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s 's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s 's Irrevocable Transfer Agent Instructions dated February __, 2006. This letter shall serve as our standing opinion with regard to this matter2008. Very truly yours, [ISSUER’S 'S COUNSEL] By:_____________________ CC: [LIST NAMES OF HOLDERS] EXHIBIT B SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are those previously issued to the Selling Stockholders and those issuable to the selling stockholders upon conversion of the convertible notes, upon exercise of the warrants and in payment of interest on the convertible notes. For additional information regarding the issuance of those shares of common stock, convertible notes and warrants, see "Private Placement of Common Shares, Convertible Notes and Warrants" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, convertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the common shares, convertible notes and warrants, as of ________, 2008, assuming conversion of all convertible notes and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued, (ii) 130% of the number of shares of common stock issuable upon conversion of the convertible notes as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC, (iii) as Interest Shares pursuant to the terms of the Notes as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC and (iv) 130% of the number of shares of common stock issuable upon exercise of the related warrants as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible notes and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling stockholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumMxxxx Technologies, Inc. Inc, Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumMxxxx Technologies, Inc., a Delaware corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders __________ (the “"Holder") (the "Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register certain of the Registrable Securities (as defined in the Registration Rights Agreement), including ) held by the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the WarrantsHolder, under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ______________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- ____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s 's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company's rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _________________, 201[_] [Addressed to Transfer Agent] Attention: [_________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of _____________, 2015 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among Mxxxx Technologies, Inc., a Delaware corporation (the “Company”), _________________ (the “Holder”) and certain other security holders of the Company, pursuant to you that which the Company is obligated to register certain shares held by the Holder (the “Holder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $0.001 per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Holder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Holder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Holder's Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Holder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Holder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to this matterthe Company or any Holder that a transfer of Holder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Holder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Very truly yoursTHE SECURITIES MAY NOT BE OFFERED FOR SALE, [ISSUER’S SOLD, TRANSFERRED OR ASSIGNED (1) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL] By:, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx Petroleum, Inc. ___________________ (the “Company”) Ladies and Gentlemen: [We are][I am] counsel to Xxxx Petroleum, Inc._________, a Delaware _________ corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Holder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), update this letter shall serve as our standing instruction or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirementsbe inserted here, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006. This letter shall serve as our standing opinion with regard to this matter. appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2013 [ISSUER’S COUNSELAddressed to Transfer Agent] By:_______________________ _______________________

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Corporate Stock Transfer, Inc. 0000 Xxxxxx Xxxxx Xx. Xxxxx Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxx Re: Xxxx PetroleumJavo Beverage Company, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumJavo Beverage Company, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares senior convertible notes (the “Preferred SharesNotes”) convertible into the Company’s common stock, $0.0001 0.001 par value per share (the ”Common Stock”), shares ) and two series of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock Notes and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200 200_, the Company filed a Registration Statement on Form S-1 S-3 (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated December 15, 2006. This letter shall serve as our standing opinion with regard to this matter, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Action Stock Transfer Agent] [Address] Corporation 2000 X. Xxxx Xxxxx Xxxx., Xxxxx 000 Xxxx Xxxx Xxxx, XX 00000 Attention: Justeene Bxxxxxxxxxx Re: Xxxx PetroleumInfinity Energy Resources, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumInfinity Energy Resources, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares senior secured convertible notes (the “Preferred SharesNotes”) convertible into the Company’s shares of common stock, $0.0001 0.001 par value per share (the ”“Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock Notes and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement on Form S-1 [S-1][S-3] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that [the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at wxx.xxx.xxx] and [we][I] have no knowledge, after telephonic inquiry a review of a member information posted on the website of the SEC’s staffSEC at hxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction opinion to you that the shares of Common Stock underlying the Notes and Warrants are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 2006. This letter shall serve as our standing opinion with regard to this matter20__. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [2004 Corporate Stock Transfer Agent] [Address] 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Attention: ReXxxxxxxx Xxxx RE: Xxxx PetroleumEYI INDUSTRIES, Inc. INC. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumEYI Industries, Inc., a Delaware Nevada corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement Agreement, dated as of June __, 2004 (the “"Securities Purchase Agreement”) "), entered into by and among the Company and the buyers named therein Buyers set forth on Schedule I attached thereto (collectively, collectively the “Holders”"Buyer") pursuant to which the Company issued has agreed to sell to the Holders preferred Buyer up to Five Hundred Thousand Dollars ($500,000) of secured convertible debentures, which shall be convertible into shares (the “Preferred "Conversion Shares”") convertible into of the Company’s 's common stock, $0.0001 par value $0.001 per share (the ”"Common Stock”"), shares in accordance with the terms of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”)Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement Agreement, dated as of June __, 2004, with the Holders Buyer (the “"Investor Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Conversion Shares under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______ , 200 2004, the Company filed a Registration Statement on Form S-1 (File No. 333- ___- _________ ) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each sale of the Holders as a selling stockholder thereunderConversion Shares. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s 's staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] ____ P.M. on [ENTER DATE OF EFFECTIVENESS] __________ , 2004 and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or EXHIBIT II-1 threatened by, the SEC and the Registrable Securities Conversion Shares are available for resale sale under the 1933 Act pursuant to the Registration Statement. Subject The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, XXXXXXXXXXX & XXXXXXXX LLP By: EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL Corporate Stock Transfer 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 RE: EYI INDUSTRIES, INC. Ladies and Gentlemen: We have acted as special counsel to EYI Industries, Inc. (the "Company"), in connection with the registration of ___________ shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the specific prohibitions Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Rights Agreement regarding Statement, which information is incorporated herein by reference. This opinion does not relate to the inability issuance of the Shares to use the Registration Statement under specific circumstances (Selling Stockholders. The opinions set forth herein relate solely to the “Registration Statement Limitations”), this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable sale or transfer by the Holders Selling Stockholders pursuant to the Registration Statement provided under the prospectus delivery requirementsFederal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, if anyit is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, are complied withas amended, and that Corporate Stock Transfer may remove the restrictive legends contained on the Shares. Subject This opinion relates solely to the Registration Statement Limitationsnumber of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006and solely for your information and benefit. This letter shall serve may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as our standing of the date hereof and we will not supplement this opinion with regard respect to this matterchanges in the law or factual matters subsequent to the date hereof. Very truly yours, [ISSUER’S COUNSEL] ByXXXXXXXXXXX & XXXXXXXX LLP EXHIBIT III-2 EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] & Trust Company 6000 00xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Jxxxxx Xxxx Re: Xxxx PetroleumMinrad International, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumMinrad International, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares senior secured convertible notes (the “Preferred SharesNotes”) which shall be convertible into shares of the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock $0.01 per share (the “WarrantsCommon Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the WarrantsNotes, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 , the Company filed a Registration Statement on Form S-1 S- (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated February ___, 2006. This letter shall serve as our standing opinion with regard to this matter2008. Very truly yours, [ISSUER’S COUNSEL] By:: CC: [LIST NAMES OF HOLDERS] FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE. Minrad International, Inc. Senior Secured Convertible Note Issuance Date: May 5, 2008 Original Principal Amount: U.S. $ FOR VALUE RECEIVED, Minrad International, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [ ] or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at a rate equal to eight percent (8.0%) per annum (the “Interest Rate”), from the date set out above as the Issuance Date (the "Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible Notes (collectively, the “Notes” and such other Senior Secured Convertible Notes, the “Other Notes”) issued pursuant to the Purchase Agreement (as defined below). Certain capitalized terms used herein are defined in Section 29.

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] AttentionJanuary ___, 2004 The Nevada Agency and Trust Company Bank America Plaza 00 Xxxx Xxxxxxx Xxxxxx – Xxxxx 000 Reno, Nevada 89501 RE: Re: Xxxx Petroleum, Inc. CYOP SYSTEMS INTERNATIONAL INC. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx Petroleum, CYOP Systems International Inc., a Delaware Nevada corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement Agreement, dated as of January ___, 2004 (the “Securities Purchase Agreement”) ), entered into by and among the Company and the buyers named therein Buyers set forth on Schedule I attached thereto (collectively, collectively the “HoldersBuyer”) pursuant to which the Company issued has agreed to sell to the Holders preferred Buyer up to One Hundred Twenty Five Thousand Dollars ($125,000) of secured convertible debentures, which shall be convertible into shares (the “Preferred Conversion Shares”) convertible into of the Company’s common stock, $0.0001 par value $0.00002 per share (the ”“Common Stock”), shares in accordance with the terms of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”)Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement Agreement, dated as of January ___, 2004, with the Holders Buyer (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Conversion Shares under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 200 2003, the Company filed a Registration Statement on Form S-1 (File No. 333- ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each sale of the Holders as a selling stockholder thereunderConversion Shares. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] 5:00 P.M. on [ENTER DATE OF EFFECTIVENESS] __________, 2003 and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities Conversion Shares are available for resale sale under the 1933 Act pursuant to the Registration Statement. Subject The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the specific prohibitions contained Conversion Shares. Very truly yours, XXXXXXXXXXX & XXXXXXXX LLP By: EXHIBIT III TO TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2003 VIA FACSIMILE AND REGULAR MAIL The Nevada Agency and Trust Company Bank America Plaza 00 Xxxx Xxxxxxx Xxxxxx – Xxxxx 000 Reno, Nevada 89501 RE: CYOP SYSTEMS INTERNATIONAL INC. Ladies and Gentlemen: We have acted as special counsel to CYOP Systems International Inc. (the “Company”), in connection with the Registration Rights Agreement regarding registration of ___________shares (the inability to use “Shares”) of its common stock with the Securities and Exchange Commission (the “SEC”). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company’s Registration Statement under specific circumstances on Form SB-2, as amended (the “Registration Statement LimitationsStatement”), this letter shall serve as our standing instruction filed by the Company with the SEC on _________ ___, 2003. The Company filed the Registration Statement on behalf of certain selling stockholders (the “Selling Stockholders”). This opinion relates solely to you the Selling Shareholders listed on Exhibit “A” hereto and number of Shares set forth opposite such Selling Stockholders’ names. The SEC declared the Registration Statement effective on __________ ___, 2003. We understand that the shares Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of Common Stock are freely transferable 1933, as amended. Information regarding the Shares to be sold by the Holders Selling Shareholders is contained under the heading “Selling Stockholders” in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement provided under the prospectus delivery requirementsFederal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, if anyit is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, are complied withas amended, and that The Nevada Agency Trust Company may remove the restrictive legends contained on the Shares. Subject This opinion relates solely to the Registration Statement Limitationsnumber of Shares set forth opposite the Selling Stockholders listed on Exhibit “A” hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006and solely for your information and benefit. This letter shall serve may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as our standing of the date hereof and we will not supplement this opinion with regard respect to this matterchanges in the law or factual matters subsequent to the date hereof. Very truly yours, [ISSUER’S COUNSEL] ByXXXXXXXXXXX & XXXXXXXX LLP EXHIBIT III-2 EXHIBIT “A” (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Computershare Investor Services 0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attention: [ ] Re: Xxxx PetroleumZoom Technologies, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumZoom Technologies, Inc., a Delaware corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement (the “"Securities Purchase Agreement”") entered into by and among the Company and the buyers named therein (collectively, the “"Holders”") pursuant to which the Company issued to the Holders preferred shares (the “Preferred "Shares”") convertible into of the Company’s 's common stock, $0.0001 par value $0.01 per share (the ”"Common Stock”), shares ") and five series of Common Stock and warrants exercisable for shares of Common Stock (the “"Warrants”"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “"Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock Shares and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 200_, the Company filed a Registration Statement on Form S-1 S-3 (File No. 333- 333-_____________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s 's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s 's Irrevocable Transfer Agent Instructions dated _______ __, 2006. This letter shall serve as our standing opinion with regard to this matter20__. Very truly yours, [ISSUER’S 'S COUNSEL] By:_____________________ CC: [LIST NAMES OF HOLDERS] EXHIBIT B SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are those previously issued to the Selling Stockholders and those issuable to the selling stockholders upon exercise of the warrants. For additional information regarding the issuances of common stock and the warrants, see "Private Placement of Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of common stock and warrants, as of ________, 20__, assuming exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least the sum of (i) the number of shares of Common Stock issued and (ii) the number of shares of common stock issued and issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised, as applicable, in full, as of the Trading Day immediately preceding the date this registration statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants, to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [_____], 2007 Continental Stock Transfer Agent] [Address] Attention& Trust Company Compliance Department 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attn: Re: Xxxx PetroleumXx. Xxxxx XxxxXxxxxx, Inc. VP Ladies and Gentlemen: [We are][I am] counsel Reference is made to Xxxx Petroleumthat certain Securities Purchase Agreement, dated as of August 20, 2007 (the “Agreement”), by and among Acura Pharmaceuticals, Inc., a Delaware New York corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by investors named on Exhibits A-1 and among the Company and the buyers named therein A-2 attached thereto (collectively, the “Holders”) ), pursuant to which the Company issued to the Holders preferred is issuing shares of its Common Stock, par value $0.01 per share (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), and warrants to purchase shares of Common Stock and warrants exercisable for shares of the Common Stock (the “Warrants”)) to the Holders. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Warrants under the Securities Act of 1933, as amended (the “1933 Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreementsuch agreement, on [_____], 200 2007, the Company filed a Registration Statement on Form S-1 (File No. 333- 333-[_____]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities Securities, which names each of the Holders (or transferees thereof) as a selling stockholder thereunder. In connection with the foregoing, [we][I] I advise you that a member of the SEC’s staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Securities Act at [ENTER TIME OF EFFECTIVENESS_____] on [ENTER DATE OF EFFECTIVENESS] _____], 2007, and [we][I] I have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Securities Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSELLegal Counsel] By:_____________________ cc: [List Names of Holders] Exhibit F FORM OF WARRANT Exhibit G FORM OF NOTE

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumAqua Metals, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumAqua Metals, Inc., a Delaware [_________] corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Holder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2014 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of _________________, 2014 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among Aqua Metals, Inc., a [_____________] corporation (the “Company”), and _________________________ (the “Holder”), pursuant to you that which the Company is obligated to register certain shares held by the Holder (the “Holder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value [$_____] per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Holder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Holder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Holder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Holder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Holder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Holder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Holder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Holder Shares has been declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Aqua Metals, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2014 [ISSUER’S COUNSELTRANSFER AGENT] By:: Name: Title: Enclosures Copy: Holder SCHEDULE A LIST OF HOLDERS Name Address SCHEDULE B SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon [conversion of the notes and exercise of the warrants]. For additional information regarding the issuance of the [notes and the warrants], see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of National Securities Corporation as a placement agent for the private placement of the notes and the engagement of National Securities Corporation as an underwriter for a public offering of common stock by the Company, and our engagement of an affiliate of National Securities Corporation as a consultant in respect of our patents and intellectual property] the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock [, notes and warrants,] as of ________, 20__, [assuming conversion of the notes and exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on conversion and exercise set forth therein]. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. In accordance with the terms of a registration rights agreement with the holders of the notes and the warrants, this prospectus generally covers the resale of [(i) the shares of common stock issued upon conversion of the notes and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC]. Because the conversion price of the notes and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. See “Plan of Distribution.” Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to the Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After the Offering [Notes (1) . . .]

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumProvention Bio, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumProvention Bio, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Registration and Investor Rights Agreement with ________________ (the “Securities Purchase AgreementHolder”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration and Investor Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration and Investor Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration and Investor Rights Agreement, on ____________ ___, 200 201_, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration and Investor Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 201_ [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances and Investor Rights Agreement, dated as of April 25, 2017 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among Provention Bio, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Holder”), pursuant to you that which the Company is obligated to register certain shares held by the Holder (the “Holder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $0.001 per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Holder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Holder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Holder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Holder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Holder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Holder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Holder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Holder Shares has been declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, Provention Bio, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 201_ [ISSUER’S COUNSELName of Transfer Agent] By:: Name: Title: Enclosures Copy: Holder SCHEDULE A LIST OF HOLDERS Name Address SCHEDULE B SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are those that were issued [upon conversion of shares of Preferred Stock] and/or [upon exercise of warrants] previously issued to the selling stockholders [pursuant to] and/or [in connection with] a securities purchase agreement. For additional information regarding the issuance of the shares of Common Stock, see “Private Placement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of the shares issued pursuant to and in connection with the Securities Purchase Agreement, [and the warrants issued pursuant to and the agreements governing our engagement of MDB as a placement agent for the private placement of shares and the engagement of MDB as an underwriter for a public offering of common stock by the Company] the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock, as of ________ ___, 20___. In accordance with the terms of a registration rights agreement with selling stockholders, this prospectus generally covers the resale of the shares of common stock previously issued to the selling stockholders. See “Plan of Distribution.” Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to the Offering

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: First Global Stock Transfer, LLC 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 Re: Xxxx PetroleumXXXXXXXX MINING KIMBERLITE INTERNATIONAL, Inc. Ladies and GentlemenINC. Dear Sirs/Madam: [We are][I am] are counsel to XXXXXXXX MINING KIMBERLITE INTERNATIONAL, INC. (formerly Cyber Xxxx Petroleum, Inc.International Corp.), a Delaware Nevada corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement XXXXXXXX MINERAL CLAIMS PURCHASE AND EXPLORATION RIGHTS AGREEMENT (the “Securities Purchase "Xxxxxxxx Mineral Claims Agreement”") entered into by and among the Company and the buyers Sellers named therein (collectivelytherein(collectively, the “Holders”"Sellers") pursuant to which the Company issued to the Holders preferred Sellers shares of its Common Stock, par value $0.001 per share (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”"Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”"). Pursuant to the Securities Claims Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders Sellers (the “"Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, ) under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Registration Rights Agreement, on , 200 ____________ ____, the Company filed a Registration Statement on Form S-1 ________ (File No. 333- _____________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Holders Sellers as a selling stockholder thereunderthere under. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s 's staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSEL] By:,

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] & Trust Company 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxxx.xxx Re: Xxxx PetroleumTroika Media Group, Inc. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumTroika Media Group, Inc., a Delaware corporation Inc. (the “Company”), and have represented the Company in connection with that certain Securities Purchase Financing Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers Lenders named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock stock Purchase Warrants (the “Warrants”)) exercisable for the Company’s shares of Common Stock, $0.001 par value per share. Pursuant to the Securities Purchase Financing Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares Shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on on, 200 2022, the Company filed a Registration Statement on Form S-1 (File No. 333- 333-) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder shareholder thereunder. In connection with the foregoing, [we][I] we advise you that [a member of the SEC’s staff has advised [us][me] us by telephone that [the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at xxx.xxx.xxx] and [we][I] we have no knowledge, after telephonic inquiry a review of a member information posted on the website of the SEC’s staffSEC at xxxx://xxx.xxx.xxx/litigation/stoporders.shtml, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction opinion to you that the shares of Common Stock underlying the Warrants are freely transferable by the Holders Holder pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated dated, 2006. This letter shall serve as our standing opinion with regard to this matter20. Very truly yours, [ISSUER’S COUNSEL] By:DAVIDOFF HUTCHER & CITRON LLP cc: Blue Torch Finance LLC, as Administrative Agent and Collateral Agent

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx Petroleum, Inc. ___________________ (the “Company”) Ladies and Gentlemen: [We are][I am] counsel to Xxxx Petroleum, Inc._________, a Delaware _________ corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Holder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2013 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of _________________, 2013 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among ______________, a _____________ corporation (the “Company”), and _________________________ (the “Holder”), pursuant to you that which the Company is obligated to register certain shares held by the Holder (the “Holder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $_____ per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Holder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Holder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Holder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Holder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Holder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Holder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Holder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Holder Shares has been declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, ___________________ (the “Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2013 [ISSUER’S COUNSELTRANSFER AGENT] By:: Name: Title: Enclosures Copy: Holder SCHEDULE A LIST OF HOLDERS Name Address SCHEDULE B

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] Attention& Trust Company 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxxx Xxxxxx, Esquire, General Counsel Re: Xxxx PetroleumUSA Technologies, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumUSA Technologies, Inc., a Delaware Pennsylvania corporation (the “"Company”"), and have represented the Company in connection with that certain Securities Purchase Agreement (the “"Securities Purchase Agreement”") entered into by and among the Company and the buyers named therein (collectively, the “"Holders”") pursuant to which the Company issued to the Holders preferred shares (the “Preferred "Common Shares”") convertible into of the Company’s 's common stock, $0.0001 no par value (the ”"Common Stock”"), shares of Common Stock and warrants exercisable for shares of Common Stock (the “"Warrants”"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “"Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock Shares and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company’s 's obligations under the Registration Rights Agreement, on _______________, 200 200_, the Company filed a Registration Statement on Form S-1 S-3 (File No. 333- 333-__________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s 's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s 's Irrevocable Transfer Agent Instructions dated March __, 2006. This letter shall serve as our standing opinion with regard to this matter2007. Very truly yours, [ISSUER’S 'S COUNSEL] By:: _____________________

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumTFF Pharmaceuticals, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumTFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Stockholder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Stockholder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2018 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of [●], 2018 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Stockholder”), pursuant to you that which the Company is obligated to register certain shares held by the Stockholder (the “Stockholder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $0.001 per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Stockholder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Stockholder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Stockholder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Stockholder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Stockholder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Stockholder that a transfer of Stockholder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Stockholder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Stockholder Shares has been declared effective by the SEC under the 1933 Act is attached hereto. We will inform you of any stop orders or other transfer restrictions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ____________. Very truly yours, TFF Pharmaceuticals, Inc. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of ________________, 2018 [ISSUER’S COUNSELTRANSFER AGENT] By:: Name: Title: Enclosures Copy: Stockholder SCHEDULE A LIST OF STOCKHOLDERS Name Address SCHEDULE B SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon [conversion of the Series A Convertible Preferred Stock and exercise of the warrants]. For additional information regarding the issuance of the [Series A Convertible Preferred Stock and the warrants], see “Private Placement of Series A Convertible Preferred Stock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the Series A Convertible Preferred Stock issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of National Securities Corporation as a placement agent for the private placement of the Series A Convertible Preferred Stock and the engagement of National Securities Corporation as an underwriter for a public offering of common stock by the Company, and our engagement of an affiliate of National Securities Corporation as a consultant in respect of our patents and intellectual property] the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock [, Series A Convertible Preferred Stock and warrants,] as of ________, 20__, [assuming conversion of the Series A Convertible Preferred Stock and exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on conversion and exercise set forth therein]. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders [and does not take into account any limitations on (i) conversion of the Series A Convertible Preferred Stock or (ii) exercise of the warrants set forth therein]. In accordance with the terms of a registration rights agreement with the holders of the Series A Convertible Preferred Stock and the warrants, this prospectus generally covers the resale of [(i) the shares of common stock issued upon conversion of the Series A Convertible Preferred Stock and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding Series A Convertible Preferred Stock and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC]. Because the conversion price of the Series A Convertible Preferred Stock and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. See “Plan of Distribution.” 75 Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to the Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After the Offering

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumTFF Pharmaceuticals, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumTFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Stockholder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s 's obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Stockholder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2018 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of [●], 2018 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Stockholder”), pursuant to you that which the Company is obligated to register certain shares held by the Stockholder (the “Stockholder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $0.001 per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Stockholder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Stockholder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Stockholder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company's legal counsel that either (i) a registration statement covering resales of the Stockholder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Stockholder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to this matterthe Company or any Stockholder that a transfer of Stockholder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Stockholder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Very truly yoursTHE SECURITIES MAY NOT BE OFFERED FOR SALE, [ISSUER’S SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL] By:, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Computershare Mxxxxxxxx Tower 400 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Jxxx Xxxxxxxx Re: Xxxx PetroleumLightPath Technologies, Inc. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumLightPath Technologies, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Note Satisfaction and Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers noteholders named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into of the Company’s common stock, Class A, $0.0001 .01 par value per share (the ”“Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”)as more fully described on Schedule A attached hereto. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement on Form S-1 S-3 (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities Securities, which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction opinion to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided Statement, and new certificates representing the shares of Common Stock actually sold need not bear a restrictive legend; provided, that the requirements of this letter are met and the Holder provides a representation letter substantially in the form attached hereto as Exhibit A, indicating that the Holder is selling pursuant to the prospectus delivery requirements, if any, are complied withthat is a part of the Registration Statement. Subject Any stop transfer instructions maintained in your records may be removed with respect to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance actual number of shares of Common Stock sold by a Holder from time to time; however, any unsold shares of Common Stock should continue to bear the Holders restrictive legend as contemplated contained in the certificate or certificates, as the case may be, submitted for cancellation, and appropriate stop transfer instructions should be placed in your records regarding such unsold shares of Common Stock. The authorizations and opinions set forth in this letter may be rescinded, and thereupon shall immediately be deemed null and void, upon delivery by the Company’s Irrevocable Transfer Agent Instructions dated Bxxxx & Hxxxxxxxx, 2006. This letter shall serve as our standing opinion with regard LLP to this matteryou of a notice either (a) in writing or (b) verbally to be followed by written confirmation. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [American Stock Transfer Agent] [Address] and Trust Company Operations Center 6000 00xx Xxx., Xxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Attention: [●] Re: Xxxx PetroleumAPPLIED DNA SCIENCES, Inc. INC. Ladies and Gentlemen: [We are][I am] are counsel to Xxxx PetroleumApplied DNA Sciences, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement Agreement, dated as of [●], 2019 (the “Securities Purchase Agreement”) ), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares secured convertible notes (the “Preferred SharesNotes”) which are convertible into the Company’s common stock, $0.0001 0.001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock per share (the “WarrantsCommon Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, Notes under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on _______, 200 201_, the Company filed a Registration Statement on Form S-1 (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder shareholder thereunder. In connection with the foregoing, [we][I] we advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry based upon our review of a member the list of current stop orders available on the SEC’s staffwebsite, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated [●], 2006. This letter shall serve as our standing opinion with regard to this matter2019, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities. Very truly yours, [ISSUER’S COUNSEL] By:

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Empire Stock Transfer Agent] [Address] Inc. 0000 Xxxx Xxxx Xxxx Xxxx. Suite 300 Las Vegas, NV 89128 Facsimile: (000) 000-0000 Attention: [ ] Re: Xxxx PetroleumWENTWORTH ENERGY, Inc. INC. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumWentworth Energy, Inc., a Delaware an Oklahoma corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement Agreement, dated as of July 24, 2006 (as currently in effect, the “Securities Purchase Agreement”) ), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “WarrantsBuyers”). Pursuant to We have also represented the Securities Purchase Company in connection with that certain Amended and Restated Registration Rights Agreement, the Company also has entered into a Registration Rights Agreement with the Holders dated as of October 31, 2007 (as currently in effect, the “Registration Rights Agreement”) entered into by and among the Company and Buyers, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, ) under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 , the Company filed a Registration Statement on Form S-1 SB-2 (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders (as defined in the Registration Rights Agreement) as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock such Registrable Securities are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock such Registrable Securities to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated July 24, 2006. This letter shall serve , as our standing opinion with regard to this matteramended. Very truly yours, [ISSUER’S COUNSEL] By:: CC: [LIST NAMES OF HOLDERS] EXHIBIT B SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible notes or as interest shares pursuant to the terms of the convertible notes. For additional information regarding the issuance of those convertible notes, see “Private Placement of Convertible Notes and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the convertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years, except for a secured convertible debt financing that we have with YA Global Investments, L.P. (f/k/a Cornell Capital Partners, LP). The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible notes and warrants, as of , 200 , assuming conversion of all convertible notes and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by each selling stockholders. In accordance with the terms of a registration rights agreement among the Company and the selling stockholders, this prospectus generally covers the resale of the 33.33% (or such greater or lesser percentage or amount as is permitted by the SEC) of the issued and outstanding Common Stock of the Company that is not beneficially owned by an affiliate of the Company. Because the conversion price of the convertible notes may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible notes, a selling stockholder may not convert the convertible notes to the extent such conversion would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible notes which have not been converted. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Shares Owned Prior to Offering Maximum Number of Shares to be Sold Pursuant to this Prospectus Number of Shares Owned After Offering Castlerigg Master Investments Ltd. (1) YA Global Investments L.P. (f/k/a Cornell Capital Partners, LP) (2) HighBridge International LLC (3) CAMOFI Master LDC (4) GunnAllen Financial, Inc. (5) Xxx XxxXxxxxx (6)

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx PetroleumTFF Pharmaceuticals, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumTFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with _____________ (the Holders “Stockholder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200 20__, the Company filed a Registration Statement registration statement on Form S-1 S-[1] (File No. 333- 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Stockholder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject If applicable, you may receive notices from the Company pursuant to the specific prohibitions contained in Company’s rights or obligations under the Registration Rights Agreement regarding in connection with stop orders or other restrictions on transfer of the inability shares included in such Registration Statement, but [we][I] [are][am] not obligated to use the update this letter or otherwise inform you of any such stop order or restriction. [Other applicable disclosure to be inserted here, if appropriate.] Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _______________, 2018 [Addressed to Transfer Agent] _______________________ _______________________ Attention: [________________________] Ladies and Gentlemen: Reference is made to that certain Registration Statement under specific circumstances Rights Agreement, dated as of [●], 2018 (the “Registration Statement LimitationsAgreement”), this letter shall serve as our standing instruction by and among TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Stockholder”), pursuant to you that which the Company is obligated to register certain shares held by the Stockholder (the “Stockholder Shares”) of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006par value $0.001 per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Stockholder Shares, unless we have otherwise informed you of the termination of effectiveness of the registration statement in which the Stockholder Shares are included, a stop order or another transfer restriction. We may also later inform you that after the termination of effectiveness of such registration statement that a registration statement in which the Stockholder’s Shares are included, or that such stop order has been lifted or that such transfer restriction is not applicable, in which case this authorization and direction shall be reinstated and be effective. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Stockholder Shares has been declared and remains effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Stockholder Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to this matterthe Company or any Stockholder that a transfer of Stockholder Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Stockholder Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Stock evidenced thereby and should not be subject to any stop-transfer restriction; provided, however, that if such shares of Common Stock and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Very truly yoursTHE SECURITIES MAY NOT BE OFFERED FOR SALE, [ISSUER’S SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL] By:, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Attention: Re: Xxxx Petroleum, Inc. (“Company”) Ladies and Gentlemen: [We are][I am] counsel to Xxxx Petroleum, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.0001 par value (the ”Common Stock”), shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with (the Holders “Holder”) (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 200_, the Company filed a Registration Statement on Form S-1 S-[1] (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders Holder as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable under the Securities Act of 1933, as amended, by the Holders Holder pursuant to the Registration Statement provided the prospectus delivery requirementsStatement, if any, are complied with. Subject to the so long as such Registration Statement Limitations, you remains in effect and has not been suspended. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2006200 . Very truly yours, EXHIBIT B IRREVOCABLE TRANSFER AGENT INSTRUCTIONS , 2013 [Addressed to Transfer Agent] Attention: [ ] Ladies and Gentlemen: Reference is made to that certain Registration Rights Agreement, dated as of , 2013 (the “Agreement”), by and among , a corporation (the “Company”), and (the “Holder”), pursuant to which the Company is obligated to register the Holders shares (the “Common Shares”) of Common Stock of the Company, par value $ per share (the “Common Stock”). This letter shall serve as our standing opinion irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) sales of the Common Shares may be made in conformity with regard Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Holder that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then as promptly as practicable, you shall issue the certificates representing the Common Shares registered in the names of such transferees, and such certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Common Shares and are not registered for resale under the 1933 Act or able to be sold under Rule 144, then the certificates for such Common Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. A form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the 1933 Act is attached hereto. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at . Very truly yours, (“Company”) By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this day of , 2013 [ISSUER’S COUNSELTRANSFER AGENT] By:: Name: Title: Enclosures Copy: Holder SCHEDULE A LIST OF HOLDERS

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT. [Transfer Agent] [Address] Corporate Stock Transfer, Inc. 0000 Xxxxxx Xxxxx Xx. Xxxxx Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxx Re: Xxxx PetroleumJavo Beverage Company, Inc. Ladies and Gentlemen: [We are][I am] counsel to Xxxx PetroleumJavo Beverage Company, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders preferred shares senior convertible notes (the “Preferred SharesNotes”) convertible into the Company’s common stock, $0.0001 0.001 par value per share (the ”Common Stock”), shares ) and two series of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, the shares of Common Stock Notes and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 200 , the Company filed a Registration Statement on Form S-1 S-3 (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”), this This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement provided the prospectus delivery requirements, if any, are complied withStatement. Subject to the Registration Statement Limitations, you You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated December , 2006. This letter shall serve as our standing opinion with regard to this matter, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities. Very truly yours, [ISSUER’S COUNSEL] By:: CC: [LIST NAMES OF HOLDERS] EXHIBIT B SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible notes and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Private Placement of Convertible Notes and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the convertible notes and the Warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible notes and warrants, as of , 200 , assuming conversion of all convertible notes and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by each selling stockholder. In accordance with the terms of a registration rights agreement among the Company and the selling stockholders, this prospectus generally covers the resale of at least 130% of the sum of the number of shares of Common Stock issued or issuable (i) upon conversion of the convertible notes as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, (ii) as Interest Shares pursuant to the terms of the Notes as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (iii) upon exercise of the related warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible notes may be adjusted and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling stockholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of the warrants that have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Shares Owned Prior to Offering Maximum Number of Shares to be Sold Pursuant to this Prospectus Number of Shares Owned After Offering