Common use of Legend Clause in Contracts

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Shares, the Warrants, and the securities issued upon exercise thereof, as applicable and appropriate, shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable federal, provincial or state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. XYBERNAUT CORPORATION (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Warrants or Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, Warrants or Warrant Shares such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestrequest and such holder otherwise complies with the terms of the Transaction Documents. Such proposed transfer will not The legend set forth above shall be effected until: removed and the Company shall issue a certificate without such legend to the holder of any Shares, Warrants or Warrant Shares upon which it is stamped if, unless otherwise required by federal or state securities laws, (a) the Company has notified sale of such holder that either (i) in the opinion of its counselShares, the registration of the Note Warrants or Conversion Warrant Shares is registered under the Securities Act is not required in connection with (including registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement (b) such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the Securities and Exchange Commission and has become effective effect that a sale or transfer of such Shares, Warrants or Warrant Shares may be made without registration under the Securities Act; and or (bc) such holder provides the Company with reasonable assurances that such Shares, Warrants or Warrant Shares can be sold under Rule 144(k). Each of the Purchasers agrees that it will only sell Shares, Warrants or Warrant Shares, including those represented by a certificate(s) from which the legend has notified such holder that either: (i) in the opinion of its counselbeen removed, pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysRule 144(k). In the case event the above legend is removed from any Shares, Warrant or Warrant Shares and the effectiveness of any proposed transfer under this Section 6a registration statement covering such Shares, Warrants or Warrant Shares is suspended or the Company will use determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable efforts advance notice to comply with the Purchasers the Company may require that the above legend be placed on any such applicable state securities Shares, Warrants or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is Warrant Shares that cannot then qualified be sold pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or under Rule 144(k) and the Purchasers shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares, Warrants or Warrant Shares may again be sold pursuant to take any action that would subject it to tax an effective registration statement, under an exemption from the registration requirements of the Securities Act or to the general service of process in any state where it is not then subjectunder Rule 144(k). The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and the Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate Until such time as the Purchased Shares have been sold pursuant to an effective registration statement under the Securities Act, or the Purchased Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, any certificate(s) representing the Conversion Purchased Shares shall sold pursuant to this Agreement will be stamped or otherwise imprinted (and any Purchased Shares issued in book entry form will have a notation in the Company’s stock transfer records) with a legend in substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND MAY THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND UNDER SUCH OTHER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONLAWS.” In connection with a sale of Purchased Shares in reliance on Rule 144 promulgated under the Securities Act, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof Purchaser or its broker shall give written notice deliver to the Company describing the manner and terms of such transfer and removal as a broker representation letter providing to the Company may reasonably request. Such proposed transfer will not be effected until: (a) any information the Company has notified deems necessary to determine that such holder that either (i) sale is made in the opinion of its counsel, the registration of the Note or Conversion Shares compliance with Rule 144 promulgated under the Securities Act Act, including, as may be appropriate, a certification that Purchaser is not required an affiliate of the Company (as defined in connection Rule 144 promulgated under the Securities Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend, and the Company shall bear all costs associated with the removal of such proposed transfer; or (ii) a legend. At such time as the Purchased Shares have been sold pursuant to an effective registration statement under the Securities Act covering such proposed disposition or have been held by Purchaser for more than one year where Purchaser is not, and has not been filed by in the preceding three months, an affiliate of the Company with the Securities and Exchange Commission and has become effective (as defined in Rule 144 promulgated under the Securities Act; and (b) ), if the restrictive legend is still in place, the Company has notified agrees, upon request of Purchaser, to take all steps necessary to promptly effect the removal of such holder that either: (i) in legend, and the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection Company shall bear all costs associated with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedremoval of such legend. The Company will use its best efforts shall cooperate with Purchaser to respond to effect the removal of such legend at any time such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in legend is no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementlonger appropriate.

Legend. Each Note and certificate representing The Warrant Shares to be acquired by the Conversion Shares Holder pursuant hereto, may not be sold or transferred unless (A) such securities are sold pursuant to an effective registration statement under the Securities Act, or (B) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be stamped in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (C) such securities are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (D) such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, or (E) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise imprinted transfer the shares only in accordance with this Section 3(e). Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE "CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT", (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER REASONABLY SATISFACTORY TO THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDCORPORATION." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPETCARE TELEVISION NETWORK, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONBOUNDLESS MOTOR SPORTS RACING, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act and the holder has complied with the prospectus delivery requirements, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such Purchaser complies with all applicable securities laws in connection with the sale, including, without limitation, the prospectus delivery requirements), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing The Warrant Shares to be acquired by the Conversion Shares Warrant Holder pursuant hereto, may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration or offering statement under the Securities Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be stamped in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) or other evidence reasonably satisfactory to the Company to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 or otherwise imprinted with without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR ANY 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 DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED REQUIRED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONOF 1933, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDAS AMENDED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note (i) The Purchaser agrees that the Certificates for the Shares (and certificate representing the Conversion Shares any shares of Common Stock issuable upon exercise of a Warrant) shall be stamped or otherwise imprinted with a legend substantially in bear the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE legend: “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND ”), AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED OFFERED OR OTHERWISE DISPOSED OF UNLESS REGISTERED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND UNDER IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAS EVIDENCED BY EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, INC. THE FORM AND SUBSTANCE OF WHICH SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER BE REASONABLY ACCEPTABLE TO THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDCOMPANY." The Company agrees to reissue ” Certificates evidencing the Note and certificates representing the Conversion SharesShares or any other securities shall not contain any legend, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) while a registration statement under (including any Registration Statement (as defined in Section 5(a)(i) below)) covering the Securities Act covering resale of such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become security is effective under the Securities Act; and , (bii) the Company has notified following any sale of such holder that either: Shares or securities pursuant to Rule 144, (iiii) in the opinion of its counsel, the registration if such Shares or qualification securities are eligible for sale under the securities Rule 144 not subject to volume limitations or "blue sky" laws of any state (iv) if such legend is not required in connection with such proposed disposition, or (ii) compliance with under applicable state securities or "blue sky" laws has been effectedrequirements of the Securities Act. The Company will use shall cause its best efforts counsel to respond issue a legal opinion to any the Company’s transfer agent promptly after the date on which a Registration Statement is declared effective (the “Effective Date”) if such notice from a holder within five (5) dayslegal opinion is required by the Company’s transfer agent to effect the removal of the legend hereunder. In the case of any proposed transfer The Company agrees that following an Effective Date or at such time as such legend is no longer required under this Section 64(j), it will, no later than three (3) Business Days following the delivery by a Purchaser to the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service Company’s transfer agent of process in any state where it a certificate representing shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is not then subjectfree from all restrictive and other restrictive legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer contained set forth in Section 4(i) or this Section 4(j). Any fees associated with the removal of the legend referred to in this Section 6 4(j) shall be in addition toborne by the Company. Each Purchaser, severally and not by way jointly with the other Purchasers, agrees that the removal of limitation ofthe restrictive legend from certificates representing the Shares or securities as set forth in this Section 4(j) is predicated upon the Purchaser’s covenant that the Purchaser only will sell any Shares or securities pursuant to either the registration requirements of the Securities Act, including any other restrictions on transfer contained in any other section of this Agreementapplicable prospectus delivery requirements, or an exemption therefrom.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONFIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONREMOTE DYNAMICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. COMMUNICATION INTELLIGENCE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONELECTRO ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Underlying Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesUnderlying Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Underlying Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Underlying Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Underlying Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Underlying Shares to the Purchaser by crediting the account of the Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONINTELLIGENTIAS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ SECURITIES ACT") ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1 , the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“ DTC ”) through its Deposit Withdrawal Agent Commission (“ DWAC ”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to will reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and reissuance will not be effected until: (aa)(i) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel reasonably satisfactory to the Company to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities and Exchange Commission Act and has become effective effective, (iii) the Company has received an opinion of such to the effect that that such registration is not required, or (iv) the Company has received an opinion of such counsel to the effect that the Securities may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (bb)(i) the Company has notified such holder that either: (i) in the received an opinion of its counsel, such counsel to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, required (i) to qualify to do business in any state where it is not then qualified or qualified, (ii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (iii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementAgreement or imposed by law or regulation.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE VIALINK COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 67, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 7 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares shares of Series A Preferred Stock, if any, shall be stamped or otherwise imprinted with a legend bear substantially in the following form (legend, in addition to any other legend that may be required in order to comply with applicable federal and state laws: The shares represented by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the “Code”). Subject to certain further restrictions and except as expressly provided in the Articles Supplementary for the Series A Preferred Stock, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration no Person may Beneficially or Constructively Own shares of the Note or Conversion Shares under Corporation’s Series A Preferred Stock in excess of the Securities Act Series A Ownership Limit unless such Person is not required an Excepted Holder (in connection with such proposed transferwhich case the Excepted Holder Limit shall be applicable); or (ii) no Person may Beneficially or Constructively Own Series A Preferred Stock that, taking into account other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities ActREIT; and (biii) no Person may Transfer shares of Series A Preferred Stock if such Transfer would result in the Company has notified such holder that either: Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Series A Preferred Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Series A Preferred Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership set forth in (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or and (ii) compliance with applicable state securities above are violated, the shares of Series A Preferred Stock in excess or "blue sky" laws has been effected. The Company in violation of the above limitations will use its best efforts be automatically transferred to respond to any such notice from a holder within five (5) daysTrustee of a Trust for the benefit of one or more Charitable Beneficiaries. In the case of any proposed transfer under this Section 6addition, the Company will use reasonable efforts Corporation may take other actions, including redeeming shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Articles Supplementary for the Series A Preferred Stock, as the same may be amended from time to comply with any such applicable state securities or "blue sky" lawstime, but shall in no event be requireda copy of which, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to including the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall and ownership, will be in addition tofurnished to each holder of Series A Preferred Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office. Instead of the foregoing legend, and not by way of limitation of, any other a certificate may state that the Corporation will furnish a full statement about certain restrictions on ownership and transfer contained in any other section of this Agreementthe shares to a stockholder on request and without charge.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if if, at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a the Company has received other evidence reasonably satisfactory to the Company that such registration statement and qualification under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Actstate securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, disposition or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6section, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 section shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONECHO THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Shares Warrant Shares, as the case may be, under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act or another exemption therefrom; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SATCON TECHNOLOGY CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Securities without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: , and (ax) the Company has notified such holder that either (i) in the opinion of its counselNotes, the registration of Conversion Shares, the Note or Conversion Warrants and the Warrant Shares have been registered for sale under the Securities Act and the holder is not required in connection with selling such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective is complying with its prospectus delivery requirement under the Securities Act; and , (by) the Company has notified holder is selling such holder that either: (i) Securities in compliance with the opinion provisions of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, Rule 144 or (iiz) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts the provisions of paragraph (k) of Rule 144 apply to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementSecurities.

Legend. Each Note and certificate representing the Notes, the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue skyBLUE SKY" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Notes, Conversion Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue skyBLUE SKY" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue skyBLUE SKY" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6SECTION 5, the Company will use reasonable efforts to comply with any such applicable state securities or "blue skyBLUE SKY" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 SECTION 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDELCATH SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing upon the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected untiloccurrence of: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONADVANCED GROWING SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) daysTrading Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares and Warrants, and, if appropriate, securities issued upon exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONEDGEWATER FOODS INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Shares without the legend set forth above if at such time, prior to in connection with making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such , provided, however, that such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares and/or Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities ActAct and the holder has provided the Company with a statement that the Shares and/or the Warrant Shares were sold and prospectus delivery requirements satisfied, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note The Purchaser acknowledges that the certificates evidencing the Shares, the Warrant Shares and certificate representing the Preferred Stock Conversion Shares shall be stamped will bear the legend set forth below or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "similar legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT") ”), OR ANY STATE UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS LAWS, PURSUANT TO REGISTRATION OR MEDICAL MEDIA TELEVISION, INCEXEMPTION THEREFROM. SHALL HAVE RECEIVED THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." LAWS. The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above shall be removed by the Company from any certificate evidencing Shares, Warrant Shares or Preferred Stock Conversion Shares, and the Company shall issue a certificate without such legend to the holder thereof, if at such timerequested, prior to making any transfer of any such Securities, such holder thereof shall give written notice upon delivery to the Company describing of an opinion by counsel (which may be counsel for the manner Company) that such security can be freely transferred in a public sale without a registration statement being in effect and terms of that such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) jeopardize the exemption or exemptions from registration pursuant to which the Company has notified such holder issued the Shares, Warrant Shares, or Preferred Stock Conversion Shares; provided, however, that either (ino opinion from counsel shall be required for any dispositions pursuant to Rule 144(k) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to will reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such SecuritiesShares, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and reissuance will not be effected until: (aa)(i) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel reasonably satisfactory to the Company to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities and Exchange Commission Act and has become effective effective, (iii) the Company has received an opinion of such to the effect that that such registration is not required, or (iv) the Company has received an opinion of such counsel to the effect that the Shares may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (bb)(i) the Company has notified such holder that either: (i) in the received an opinion of its counsel, such counsel to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, required (i) to qualify to do business in any state where it is not then qualified or qualified, (ii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (iii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementAgreement or imposed by law or regulation.

Legend. Each Note Share Certificate, if any, issued pursuant to this Agreement, unless registered in accordance with applicable U.S. securities laws, shall bear the following legend: The securities evidenced hereby have not been registered under the Act, or the securities laws of any state and certificate representing the Conversion Shares shall may not be stamped sold, transferred or otherwise imprinted with a legend substantially disposed of in the following form (absence of such registration, unless, except in addition limited circumstances, the transferor delivers to any legend required by the company an opinion of counsel satisfactory to the company, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Act and under applicable state securities or "blue sky" “Blue Sky” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. In addition to the foregoing legend, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates each certificate representing the Conversion Common Shares shall also bear a legend which generally provides the following: The Shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer. Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of Trust, (i) no Person may Beneficially Own or Constructively Own Common Shares of the Trust in excess of 9.8% (in value or number of Shares, without whichever is more restrictive) of the legend set forth above if at such timeoutstanding Common Shares of the Trust; (ii) no Person may Beneficially Own or Constructively Own Preferred Shares of the Trust in excess of 9.8% (in value or number of Shares, prior to making any transfer whichever is more restrictive) of any such Securities, such holder thereof shall give written notice to the Company describing total outstanding Preferred Shares of the manner and terms Trust of such transfer and removal class or series (iii) no Person may Beneficially Own or Constructively Own Shares of the Trust that would result in the Trust being “closely held” under Section 856(h) of the Code or otherwise cause the Trust to fail to qualify as a REIT; (iv) no Person may Beneficially Own or Constructively Own Shares of the Company may Trust that would result in the Trust owning (directly or indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Trust (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant for the taxable year of the Trust during which such determination is being made would reasonably request. Such proposed transfer will not be effected until: expected to equal or exceed the lesser of (a) the Company has notified such holder that either one percent (i1%) in the opinion of its counsel, the registration of the Note or Conversion Shares under Trust’s gross income (as determined for purposes of Section 856(c) of the Securities Act is not required in connection with such proposed transfer; Code), or (iib) a registration statement under an amount that would cause the Securities Act covering such proposed disposition has been filed by Trust to fail to satisfy any of the Company with gross income requirements of Section 856(c) of the Securities and Exchange Commission and has become effective under the Securities ActCode; and (bv) no Person may Transfer Shares of the Company has notified Trust if such holder Transfer would result in Shares of the Trust being owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any Person who Beneficially Owns or Constructively Owns, Transfers or attempts to Beneficially Own or Constructively Own Shares of the Trust which causes or will cause a Person to Beneficially Own or Constructively Own Shares of the Trust in excess or in violation of the above limitations must immediately notify the Trust. If certain of the restrictions on Transfer or ownership above are violated, the Shares of the Trust represented hereby will be automatically Transferred to a Charitable Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Trust may take other actions, including redeeming Shares upon the terms and conditions specified by the Board of Trustees in its sole and absolute discretion if the Board of Trustees determines that either: (i) ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. A Person who attempts to Beneficially Own or Constructively Own Shares in violation of the ownership limitations described above shall have no claim, cause of action or any recourse whatsoever against a transferor of such Shares. All capitalized terms in this legend have the meanings defined in the opinion Declaration of its counselTrust of the Trust, as the registration or qualification under same may be amended from time to time, a copy of which, including the securities or "blue sky" laws restrictions on Transfer and ownership, will be furnished to each holder of any state is not required in connection with Shares of the Trust on request and without charge. Requests for such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event copy may be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or directed to the general service Secretary of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementthe Trust at its Principal Office.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONFIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note Any certificate evidencing any Registrable Securities and any certificate representing issued in exchange for or upon the Conversion Shares transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) or any account at which such Registrable Securities are held shall be stamped or otherwise imprinted designated with a legend in substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF _________ __, 2016 AMONG THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION ISSUER OF SUCH SECURITIES UNDER (THE SECURITIES ACT “COMPANY”) AND UNDER CERTAIN OF THE PROVISIONS COMPANY’S STOCKHOLDERS, AS AMENDED. A COPY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDSUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." ” The Company agrees shall imprint or otherwise designate such legend on any certificates evidencing Registrable Securities outstanding or any account at which such Registrable Securities are held prior to reissue the Note and certificates representing the Conversion Shares, without the date hereof. The legend set forth above if shall be removed from the certificates evidencing any securities that have ceased to be Registrable Securities or any account at which such timesecurities are held, prior as applicable. Unless such securities that have ceased to making any transfer of any such Securitiesbe Registrable Securities have been delegended pursuant to Section 5(a)(xvi), such holder thereof shall give written notice to the Company describing shall cooperate with the manner and terms holders of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either securities to (i) in facilitate the opinion timely preparation and delivery of its counselcertificates not bearing any restrictive legends representing such securities or the removal of any restrictive legends associated with any account at which such securities are held, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or as applicable, and (ii) a registration statement under the Securities Act covering if applicable, enable such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, such denominations and not by way of limitation of, any other restrictions on transfer contained registered in any other section of this Agreementsuch names as the holders may request.

Legend. Each Note Purchaser acknowledges that the certificates evidencing the Preferred Shares and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a (including the Preferred Shares issuable upon exercise of the Warrants) will bear the legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT") ”), OR ANY STATE UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS LAWS, PURSUANT TO REGISTRATION OR MEDICAL MEDIA TELEVISION, INCEXEMPTION THEREFROM. SHALL HAVE RECEIVED THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." LAWS. The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above shall be removed by the Company from any certificate evidencing Preferred Shares, Conversion Shares, or the Series B-1 Shares issuable upon exercise of the Warrants, and the Company shall issue a certificate without such legend to the holder thereof, if at such timerequested, prior to making any transfer of any such Securities, such holder thereof shall give written notice upon delivery to the Company describing of an opinion by counsel (which may be counsel for the manner Company) that such security can be freely transferred in a public sale without a registration statement being in effect and terms of that such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) jeopardize the exemption or exemptions from registration pursuant to which the Company has notified such holder that either (i) in issued the opinion of its counselPreferred Shares, Conversion Shares or the registration Series B-1 Shares issuable upon exercise of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementWarrants.

Legend. Each Note and Unless otherwise provided below, each certificate ------ representing the Conversion Put Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or the "blue sky" lawsLegend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONECONNECT, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The . As soon as practicable after the execution and delivery hereof, the Company agrees shall issue to reissue the Note transfer agent instructions in substantially the form of Exhibit B hereto. Such instructions shall be irrevocable by the Company from and after the date thereof or from and after the issuance thereof. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent to issue to the Investor, at the Investor's option, via the Deposit Withdrawal Agent Commission system ("DWAC") or in the form of ---- certificates representing evidencing the Conversion SharesPut Shares incident to a Put and issued on a Put Closing Date, free of the Legend, without consultation by the legend set forth above if at such time, prior to making transfer agent with the Company or its counsel and without the need for any transfer of any such Securities, such holder thereof shall give written notice further advice or instruction or documentation to the Company describing the manner and terms of such transfer and removal as agent by or from the Company may reasonably request. Such proposed transfer will not be effected until: or its counsel or the Investor; provided, that (a) the Registration Statement shall then be effective, (b) the Investor confirms to the transfer agent and the Company that it has notified or intends to sell such holder Put Shares to a third party that either (i) is not an affiliate of the Investor or the Company and the Investor agrees to redeliver the certificate representing such Put Shares to the transfer agent to add the Legend in the opinion of its counselevent the Put Shares are not sold, and (c) if reasonably requested by the transfer agent or the Company, the registration of Investor confirms to the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by transfer agent and the Company that the Investor has complied with the Securities and Exchange Commission and has become effective prospectus delivery requirement under the Securities Act; and (b) . At any time after the Company has notified such holder Effective Date, upon surrender of one or more certificates evidencing Common Stock that either: (i) in bear the opinion Legend, to the extent accompanied by a notice requesting the issuance of its counselnew certificates free of the Legend to replace those surrendered, the registration transfer agent shall reissue such shares of Common Stock via DWAC or qualification under free of the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLegend.

Legend. Each Note and certificate representing the Conversion Shares Shares, the Warrants, and the securities issued upon exercise thereof, as applicable and appropriate, shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable federal, provincial or state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. XYBERNAUT CORPORATION (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Warrants or Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, Warrants or Warrant Shares such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestrequest and such holder otherwise complies with the terms of the Transaction Documents. Such proposed transfer will not The legend set forth above shall be effected until: removed and the Company shall issue a certificate without such legend to the holder of any Shares, Warrants or Warrant Shares upon which it is stamped if, unless otherwise required by federal or state securities laws, (a) the Company has notified sale of such holder that either (i) in the opinion of its counselShares, the registration of the Note Warrants or Conversion Warrant Shares is registered under the Securities Act is not required in connection with (including registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement (b) such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the Securities and Exchange Commission and has become effective effect that a sale or transfer of such Shares, Warrants or Warrant Shares may be made without registration under the Securities Act; and or (bc) such holder provides the Company with reasonable assurances that such Shares, Warrants or Warrant Shares can be sold under Rule 144(k). Purchaser agrees that it will only sell Shares, Warrants or Warrant Shares, including those represented by a certificate(s) from which the legend has notified such holder that either: (i) in the opinion of its counselbeen removed, pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysRule 144(k). In the case event the above legend is removed from any Shares, Warrant or Warrant Shares and the effectiveness of any proposed transfer under this Section 6a registration statement covering such Shares, Warrants or Warrant Shares is suspended or the Company will use determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable efforts advance notice to comply with the Purchaser the Company may require that the above legend be placed on any such applicable state securities Shares, Warrants or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is Warrant Shares that cannot then qualified be sold pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or under Rule 144(k) and the Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares, Warrants or Warrant Shares may again be sold pursuant to take any action that would subject it to tax an effective registration statement, under an exemption from the registration requirements of the Securities Act or to the general service of process in any state where it is not then subjectunder Rule 144(k). The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONWORLD RACING GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Preferred Shares and the Series E-1 Shares and/or Common Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesPreferred Shares or Series E-1 Shares and/or Common Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Preferred Shares or Conversion Series E-1 Shares and/or Common Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Preferred Shares or Series E-1 Shares and/or Common Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Preferred Shares or Series E-1 Shares and/or Common Shares, provided the Company's transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Preferred Shares or Series E-1 Shares and/or Common Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Preferred Shares, and, if appropriate, any Conversion Shares Shares, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: until (ai) the Company has notified such holder that either (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; transfer and the shares may subsequently be resold without any limitations or restrictions, (ii) the Company has received a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and , (biii) the Company has notified received evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities or "blue sky" laws of any state is are not required (in connection which event the Company shall provide its transfer agent with such proposed dispositionany required legal opinions) and the shares may subsequently be resold without any limitations or restrictions, or (iiiv) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a the holder within five (5) days. In the case of any proposed transfer under this Section 6, provides the Company will use with reasonable efforts assurances that such security can be sold pursuant to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to Rule 144 under the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementSecurities Act.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONHIENERGY TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. FLO CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and , (biii) the Company has notified received other evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities or "blue sky" laws of any state is are not required in connection with such proposed dispositionrequired, or (iiiv) compliance the holder provides the Company with applicable state securities or "blue sky" laws has been effectedreasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or the Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Note and the Warrant and, if appropriate, securities issued upon conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONARMITEC, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue certificates representing the Note and certificates representing the Conversion SharesWarrant, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note such Note, Warrant, Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) 10 days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONIMMUNOCELLULAR THERAPEUTICS, INCLTD. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal of the legend will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares, the Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: either (i) in the opinion of its Company counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its reasonable best efforts to respond to any such notice from a holder within five three (53) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Notwithstanding the foregoing, the restrictions on transfer contained in this Section 5.1 shall not be deemed to limit or prohibit any Purchaser’s right to pledge any of the Securities for margin purposes.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Securities is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Securities, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Securities to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONMERCHANDISE CREATIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAVITAR, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares, the Conversion Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: either (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPRESCIENT APPLIED INTELLIGENCE, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONROO GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONFINANCIALCONTENT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Note and the Warrant and, if appropriate, securities issued upon conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. IMAGING TECHNOLOGIES CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue certificates representing the Note and certificates representing the Conversion SharesWarrant, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note such Note, Warrant, Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) 10 days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate or “book entry” statement representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to cause its transfer agent to reissue the Note and certificates representing any of the Conversion Shares, shares of Common Stock without the legend set forth above if at so long as such time, prior to making any transfer of any such Securities, legend removal is in connection with a sale transaction and such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such In addition, such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares shares of Common Stock under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the shares of Common Stock is permitted to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the shares of Common Stock (provided that a registration statement under the Securities Act providing for the resale of the shares of Common Stock is then in effect and such shares have been sold), the Company may cause its transfer agent to electronically transmit the shares of Common Stock to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Common Stock pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that shares of Common Stock are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONXSTREAM BEVERAGE GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 66.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCESYNCH CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAPOLLO RESOURCES INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, (i) such holder thereof shall give written notice provide the Company with a an opinion of counsel reasonably satisfactory to the Company describing Company, to the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares Securities under the Securities Act and applicable state securities laws is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; Act and such holder certifies that such transfer is being made in accordance with the Plan of Distribution set forth therein and that any prospectus delivery requirement will be complied with or (biii) the holder provides the Company has notified with customary documentation that such holder that either: (i) transfer is being made in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedRule 144. The Company will use its best efforts to respond to any such notice from a holder within five three (53) trading days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect and such request is in connection with a sale and the other provisions set forth above have been complied with), the Company shall, if requested by the Purchaser, cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONSILVER STAR ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. DENTALSERV.COM SHALL HAVE RECEIVED AN XX OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act or any applicable state securities laws is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act and pursuant to any applicable state securities laws; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser's Prime Broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDELCATH SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer --- program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement)

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONELECTRO ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . 10 The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Underlying Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesUnderlying Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Underlying Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Underlying Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Underlying Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Underlying Shares to the Purchaser by crediting the account of the Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144(i) under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that Conversion Shares or Warrant Shares are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDATALOGIC INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONEDGEWATER FOODS INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of ­ limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically Table of Contents transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and Unless otherwise provided below, each certificate representing the Conversion Put Shares and Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or the "blue sky" lawsLegend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONEARTH SEARCH SCIENCES, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The . As soon as practicable after the execution and delivery hereof, the Company agrees shall issue to reissue the Note transfer agent instructions in substantially the form of Exhibit B hereto. Such instructions shall be irrevocable by the Company from and after the date thereof or from and after the issuance thereof. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent to issue to the Investor, certificates representing evidencing the Conversion SharesPut Shares or Warrant Shares incident to a Put and issued on a Put Closing Date, free of the Legend, without consultation by the legend set forth above if at such time, prior to making transfer agent with the Company or its counsel and without the need for any transfer of any such Securities, such holder thereof shall give written notice further advice or instruction or documentation to the Company describing the manner and terms of such transfer and removal as agent by or from the Company may reasonably request. Such proposed transfer will not be effected until: or its counsel or the Investor; provided, that (a) the Registration Statement shall then be effective, (b) the Investor confirms to the transfer agent and the Company that it has notified or intends to sell such holder Put Shares or Warrant Shares to a third party that either (i) is not an affiliate of the Investor or the Company and the Investor agrees to redeliver the certificate representing such Put Shares or Warrant Shares to the transfer agent to add the Legend in the opinion of its counselevent the Put Shares or Warrant Shares are not sold, and (c) if reasonably requested by the transfer agent or the Company, the registration of Investor confirms to the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by transfer agent and the Company that the Investor has complied with the Securities and Exchange Commission and has become effective prospectus delivery requirement under the Securities Act; and (b) . At any time after the Company has notified such holder Effective Date, upon surrender of one or more certificates evidencing Common Stock that either: (i) in bear the opinion Legend, to the extent accompanied by a notice requesting the issuance of its counselnew certificates free of the Legend to replace those surrendered, the registration or qualification under transfer agent shall reissue such shares of Common Stock free of the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLegend.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note Certificates for the Common Stock or, if a certificate has not been issued, the registration of the Common Stock on the stock transfer books of the Company, issued on or after the Record Time but prior to the Separation Time, shall evidence one Right for each share of Common Stock represented thereby and certificate representing the Conversion Shares Company shall be stamped mail to every Person that acquires Common Stock after the Payment Time, but prior to the Separation Time, either certificates for such Common Stock or a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise imprinted with affixed to them a legend substantially in the following form form: Until the Separation Time (as defined in addition the Plan referred to below), this also evidences and entitles the holder hereof to certain Rights as set forth in a Tax Asset Protection Plan, dated as of September 12, 2019 (as such may be amended from time to time, the “Plan”), between Xxxxxxx Kodak Company (the “Company”) and Computershare Trust Company, N.A. (together with any legend required successor rights agent, the “Rights Agent”), the terms of which are hereby incorporated herein by applicable state reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights may be redeemed, may become exercisable for securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE assets of the Company, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become null and void (THE "SECURITIES"including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate” thereof, as such terms are defined in the Plan, or by any transferee of any of the foregoing) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCor may be evidenced by separate certificates and may no longer be evidenced hereby. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue will mail or arrange for the Note and certificates representing mailing of a copy of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice Plan to the Company describing holder hereof without charge after the manner receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and terms outstanding at the Payment Time (or confirmation of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under Common Stock on the Securities Act is not required in connection stock transfer books with such proposed transfer; or (iirespect to uncertificated shares) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company shall, together with the Securities and Exchange Commission and has become effective under Information Statement, evidence one Right for each share of Common Stock evidenced thereby notwithstanding the Securities Act; and (b) absence of the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedforegoing legend. The Company will use its best efforts to respond shall mail or arrange for the mailing of a copy of this Plan to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such notice from Person on the stock transfer books of the Company, without charge, after the receipt of a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementwritten request therefor.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONHOME SOLUTIONS OF AMERICA, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: , and (ax) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares have been registered for sale under the Securities Act and the holder is not required in connection selling such shares and is complying with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective its prospectus delivery requirement under the Securities Act; and , (by) the Company has notified holder is selling such holder that either: Shares in compliance with the provisions of Rule 144 or (iz) the provisions of paragraph (k) of Rule 144 apply to such Shares. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the opinion of its counselDepository Trust Company ("DTC") Fast Automated Securities Transfer program, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond cause its transfer agent to any electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such notice from a holder within five Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission (5"DWAC") days. In system (to the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply extent not inconsistent with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section provisions of this Agreement).

Legend. Each Note and certificate representing Investor understands that the Conversion Shares Securities shall be stamped or otherwise imprinted with bear a restrictive legend in substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form: THE SECURITIES, [INCLUDING IF APPLICABLE THE SECURITIES INTO WHICH THIS INSTRUMENT MAY BE CONVERTED], REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR UNDER ANY STATE SECURITIES LAWS LAWS, AND MAY NOT BE PLEDGED, SOLD, TRANSFERRED ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS REGISTERED (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL THAT REGISTRATION TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." LAWS. The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at shall be removed and CLNV shall issue Securities without such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice legend to the Company describing holder of the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the Company has notified such holder that either (i) in the opinion of its counsel, the Security is registered for sale under an effective registration of the Note or Conversion Shares statement filed under the Securities 1933 Act is not required in connection with such proposed transfer; or (ii) a otherwise may be sold pursuant to an exemption from registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and without any restriction, or (b) the Company has notified such holder provides CLNV with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that either: (i) a public sale or transfer of the Security may be made without registration under the 1933 Act, which opinion shall be accepted by CLNV so that the sale or transfer is effected. Investor agrees to sell the Security in compliance with applicable prospectus delivery requirements, if any. In the event that CLNV does not accept the opinion of its counselcounsel provided by Investor with respect to the transfer of the Note pursuant to an exemption from registration, the registration or qualification under the such as Rule 144, unless such non-acceptance is based on applicable securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with other applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event it will be required, in connection therewith, considered an Event of Default pursuant to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to terms of the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementNote.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Shares and the Warrant Shares without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, or (ii) registration and qualification under the Securities Act and state securities laws are not required (in which event the Company shall provide its transfer agent with any required legal opinions) or (iii) such security can be sold pursuant to Rule 144 under the Securities Act (in which event the Company shall provide its transfer agent with any required legal opinions); and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to reserve such shares without any such notice from a holder legend within five three (53) daysTrading Days (the “Legend Removal Date”) of request by the holder. In the case of any proposed transfer under this Section 63.01, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, required (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Conversion Shares or the Warrant Shares is then in effect, as the case may be, or the Conversion Shares or the Warrant Shares may be sold pursuant to Rule 144 of the Securities Act without restriction), the Company shall cause its transfer contained in this Section 6 shall be in addition toagent to electronically transmit the Conversion Shares or the Warrant Shares, and as the case may be, to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not by way of limitation of, inconsistent with any other restrictions on transfer contained in any other section provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. DENTALSERV.COM SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION XXXXXXXXXXXX OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act or any applicable state securities laws is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act and pursuant to any applicable state securities laws; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser's Prime Broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Common Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Common Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Common Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Common Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Common Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Common Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Common Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement). The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer thereof including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Except as otherwise provided in Section 5.1, any Securities subject to a pledge or security interest as contemplated by this Section 5.1 shall continue to bear the legend set forth in this Section 5.1 and be subject to the restrictions on transfer set forth in Section 5.1. Certificates or instruments evidencing Securities shall not contain any legend (including the legend set forth in Section 5.1): (i) following their disposition pursuant to an effective registration statement (including the Registration Statement with respect to the Shares and the Warrant Shares), or (ii) following a sale or transfer of such Securities pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii) while such Securities are eligible for sale by the selling Investor without volume restrictions under Rule 144. If an Investor shall make a sale or transfer of Securities either (x) pursuant to Rule 144 or (y) pursuant to a registration statement and in each case shall have delivered to the Company or the Transfer Agent the certificate or instrument representing the applicable Securities containing a restrictive legend which are the subject of such sale or transfer and a representation letter in customary form (the date of such sale or transfer and Securities delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Investor a certificate or instrument representing such Securities that is free from all restrictive or other legends by the fifth Trading Day following the Share Delivery Date and (2) following such fifth Trading Day after the Share Delivery Date and prior to the time such Securities are received free from restrictive legends, the Investor, or any third party on behalf of such Investor, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Securities (a "Buy-In"), then, in addition to any other rights available to the Investor under the Transaction Documents and applicable law, the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Legend. Each Note and certificate The Investor agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities subject to this Agreement will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 8, 2010, COPIES OF WHICH ARE ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The ” Upon request of the Investor and receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner effect that such legend is no longer required under the Securities Act and terms applicable state laws, the Company shall promptly cause clause (i) of the legend to be removed from any certificate for any Securities to be so Transferred and clause (ii) of the legend shall be removed upon the expiration of such transfer and removal as other restrictions set forth in this Agreement. The Investor acknowledges that the Company may reasonably request. Such proposed transfer will Securities have not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares been registered under the Securities Act is or under any state securities laws and agrees that it will not required sell or otherwise dispose of any of the Securities, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCINTERLINK GLOBAL CORP. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement). Page24

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, DOLCE VENTURES INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Preferred Shares, the Conversion Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at so long as such time, prior to making any transfer of any such Securities, legend removal is in connection with a sale transaction and such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such In addition, such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, and (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is permitted to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Conversion Shares and Warrant Shares is then in effect and such shares have been sold), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Conversion Shares and the Warrant Shares and conversion of the Preferred Shares and exercise of the Warrants pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that Conversion Shares or Warrant Shares are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued to Stockholder will bear a legend on the face thereof substantially in to the following form effect (in addition to any legend with such additions thereto or changes therein as the Company may be advised by counsel are required by applicable state securities or law (the "blue sky" lawsLegend")): "THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED APRIL 30, 2002, BETWEEN THE COMPANY AND EXPLORER HOLDINGS, L.P., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDSUCH AGREEMENT." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer Legend will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed removed by the Company promptly following the delivery of a legal opinion from counsel to the Stockholder to the effect that such legend is no longer required for purposes of applicable securities laws. In connection with the Securities and Exchange Commission and has become effective foregoing, the Company agrees that, if the Company is required to file reports under the Exchange Act, for so long as and to the extent necessary to permit the Stockholder to sell any Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts pursuant to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6Rule 144, the Company will use its reasonable efforts to comply file, on a timely basis, all reports required to be filed with any such applicable state securities or "blue sky" lawsthe SEC by it pursuant to Section 13 of the Exchange Act, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or furnish to the general service of process in Stockholder upon request a written statement as to whether the Company has complied with such reporting requirements during the 12 months preceding any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, proposed sale under Rule 144 and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementotherwise use its reasonable efforts to permit such sales pursuant to Rule 144.

Legend. Each Note and certificate representing Note, the Warrants, the Conversion Shares and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. RAMP CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note Notes, and the Company shall reissue certificates representing the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company Company, describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its respective counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysdays following its receipt of such notice. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note Certificates for the Common Stock or, if a certificate has not been issued, the registration of the Common Stock on the stock transfer books of the Company, issued on or after the Record Time but prior to the Separation Time, shall evidence one Right for each share of Common Stock represented thereby and certificate representing the Conversion Shares Company shall be stamped mail to every Person that acquires Common Stock after the Payment Time, but prior to the Separation Time, either certificates for such Common Stock or a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise imprinted with affixed to them a legend substantially in the following form form: Until the Separation Time (as defined in addition the Rights Agreement referred to any legend required below), this also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of October 3, 2016 (as such may be amended from time to time, the “Rights Agreement”), between Community Health Systems, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by applicable state reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE assets of the Company or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become null and void (THE "SECURITIES"including if they are “Beneficially Owned” by an “Acquiring Person” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCor may be evidenced by separate certificates and may no longer be evidenced hereby. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue will mail or arrange for the Note and certificates representing mailing of a copy of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice Rights Agreement to the Company describing holder hereof without charge after the manner receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and terms outstanding at the Payment Time (or confirmation of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under Common Stock on the Securities Act is not required in connection stock transfer books with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company respect to uncertificated shares), together with the Securities and Exchange Commission and has become effective under letter mailed pursuant to Section 2.1, shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the Securities Act; and (b) absence of the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedforegoing legend. The Company will use its best efforts to respond shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such notice from Person on the stock transfer books of the Company, without charge after the receipt of a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementwritten request therefor.

Legend. Each Note and certificate representing the Conversion Shares and the ------ Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONNET VALUE HOLDINGS, INC. (THE"COMPANY") SHALL HAVE RECEIVED AN OPINION OPINION, IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion SharesShares or the Warrants, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or, the Warrants such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestrequest and such holder otherwise complies with the terms of the Transaction Documents. Such proposed transfer will not The legend set forth above shall be effected until: removed and the Company shall issue a certificate without such legend to the holder of any Shares or Warrants upon which it is stamped if, unless otherwise required by state securities laws, (a) the Company has notified sale of such holder that either (i) in the opinion of its counsel, the registration of the Note Shares or Conversion Shares Warrants is registered under the Securities Act is not required in connection with (including registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement (b) such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the Securities and Exchange Commission and has become effective effect that a sale or transfer of such Shares or Warrants may be made without registration under the Securities Act; and or (bc) such holder provides the Company with reasonable assurances that such Shares or Warrants can be sold under Rule 144(k). Each Purchaser agrees to sell all Shares or Warrants, including those represented by a certificate(s) from which the legend has notified such holder that either: (i) in the opinion of its counselbeen removed, pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysRule 144(k). In the case event the above legend is removed from any Shares or Warrants and the effectiveness of any proposed transfer under this Section 6, a registration statement covering such Shares or Warrants is suspended or the Company will use determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable efforts advance notice to comply with such Purchaser the Company may require that the above legend be placed on any such applicable state securities Shares or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is Warrants that cannot then qualified be sold pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or under Rule 144(k) and such Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares or Warrants may again be sold pursuant to take any action that would subject it to tax an effective registration statement, under an exemption from the registration requirements of the Securities Act or to the general service of process in any state where it is not then subjectunder Rule 144(k). The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONURIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: , and (ax) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares have been registered for sale under the Securities Act and the holder is not required in connection selling such shares and is complying with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective its prospectus delivery requirement under the Securities Act; and , (by) the Company has notified holder is selling such holder that either: (i) Shares in compliance with the opinion provisions of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, Rule 144 or (iiz) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts the provisions of paragraph (k) of Rule 144 apply to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementShares.

Legend. Each Note and certificate representing the Conversion Shares and/or the Series A Preferred Stock and if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above if at so long as such time, prior to making any transfer of any such Securities, legend removal is in connection with a sale transaction and such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such In addition, such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, and (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares is permitted to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares (provided that a registration statement under the Securities Act providing for the resale of the Shares is then in effect and such shares have been sold), the Company may cause its transfer agent to electronically transmit the Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Shares pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that Shares are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be ------ stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if if, at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with ----------- any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note Any certificate evidencing any Registrable Securities and any certificate representing issued in exchange for or upon the Conversion Shares transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) or any account at which such Registrable Securities are held shall be stamped or otherwise imprinted designated with a legend in substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF _________ __, 2016 AMONG THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION ISSUER OF SUCH SECURITIES UNDER (THE SECURITIES ACT “COMPANY”) AND UNDER ARES CAPITAL CORPORATION, AS AMENDED. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDCOMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." ” The Company agrees shall imprint or otherwise designate such legend on any certificates evidencing Registrable Securities outstanding or any account at which such Registrable Securities are held prior to reissue the Note and certificates representing the Conversion Shares, without the date hereof. The legend set forth above if shall be removed from the certificates evidencing any securities that have ceased to be Registrable Securities or any account at which such timesecurities are held, prior as applicable. Unless such securities that have ceased to making any transfer of any such Securitiesbe Registrable Securities have been delegended pursuant to Section 5(a)(xvi), such holder thereof shall give written notice to the Company describing shall cooperate with the manner and terms holders of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either securities to (i) in facilitate the opinion timely preparation and delivery of its counselcertificates not bearing any restrictive legends representing such securities or the removal of any restrictive legends associated with any account at which such securities are held, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or as applicable, and (ii) a registration statement under the Securities Act covering if applicable, enable such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, such denominations and not by way of limitation of, any other restrictions on transfer contained registered in any other section of this Agreementsuch names as the holders may request.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCBLUEPHOENIX SOLUTIONS LTD. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue . 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. Certificates evidencing the Note and certificates representing the Conversion Shares, without Securities shall not contain any legend (including the legend set forth above above) if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: time (ai) the Company has notified such holder that either (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition the resale of the Securities has been filed by the Company with the Securities and Exchange Commission SEC and has become effective under the Securities Act; and , (biii) the Company has notified received other evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or "blue sky" laws (iv) following the sale of the Securities pursuant to Rule 144 or (v) following the date that the Securities may be sold pursuant to Rule 144 without manner or volume restriction. If all or any portion of a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 without volume or manner restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 5.1, it will use reasonably best efforts to, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Securities is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, as appropriate, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares, as appropriate, to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement). Notwithstanding anything contained in this Agreement to the contrary, each Purchaser agrees that, upon receipt of a notice from the Company of the occurrence of any state event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n) of the Registration Rights Agreement, such Purchaser will forthwith discontinue disposition of such Shares and Warrant Shares under the Registration Statement until such Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j) of the Registration Rights Agreement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $25,000 of the Securities (based on the VWAP of the Ordinary Shares on the date such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to this Section 4.1(c), $50 per Trading Day for each Trading Day after the seventh Trading Day following the Legend Removal Date until such certificate is delivered without a legend. Notwithstanding anything hereunder to the contrary, for any periods during which partial liquidated damages are accruing under both this Section 5.1 and Section 2(e) of the Warrant, the holder of the Warrant shall only have the right to recover partial liquidated damages, at the option of such holder, under one such provision. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The Company acknowledges and agrees that the Securities may be pledged by a Purchaser in connection with such proposed dispositiona bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or (ii) compliance assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with applicable state securities any notice thereof or "blue sky" laws has been effectedotherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company will use its best efforts hereby agrees to respond to any execute and deliver such notice from documentation as a holder within five (5) days. In pledgee of the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, Securities may reasonably request in connection therewith, with a pledge of the Securities to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not such pledgee by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementa Purchaser.

Legend. Each Note and certificate representing Common Stock, the Conversion Additional Warrants and the Additional Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue skyBLUE SKY" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion any of Inducement Stock, Principal Stock or Additional Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer or legend removal will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Inducement Stock, Principal Stock or Conversion Additional Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue skyBLUE SKY" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue skyBLUE SKY" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6SECTION 7, the Company will use reasonable efforts to comply with any such applicable state securities or "blue skyBLUE SKY" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 SECTION 7 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this the Purchase Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).