Common use of Transfer Agent Instruction Clause in Contracts

Transfer Agent Instruction. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Holder or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Holder to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section shall affect in any way the Holder’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Holder provides the Company, at the cost of the Holder, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Holder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instruction. The Prior to the closing on the Closing Date, the Company shall issue irrevocable instructions will (i) execute and deliver to its transfer agent the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX B to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates, registered in certificates for the name Common Shares from time to time upon conversion of the Holder or its nominee, for the Conversion Preferred Shares in such amounts as specified from time to time by the Holder to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In in the event that Conversion Notices surrendered in connection with such conversions, (ii) appoint the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to conversion agent for the provision to irrevocably reserve shares of Preferred Stock. The certificates for the Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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, all such certificates shall will bear the restrictive legend specified in Section 2(g5(b) of this AgreementAgreement prior to their resale pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. The Company warrants that: (i) , except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 55(c), and (y) stop transfer instructions to give effect to Section 2(f5(a) hereof (in prior to the case resale of the Conversion Shares, prior Common Shares pursuant to registration of the Conversion Shares an effective Registration Statement or Rule 144(k) under the 1933 Act or and (z) the date on which the Conversion Shares 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), instructions required by Section 8(b)(xii) hereof will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5(c) shall affect limit in any way the Holder’s Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale the registration requirements of the Securities1933 Act or an exemption there from upon resale of the Shares. If the Holder Buyer provides the Company, at the cost of the Holder, Company with (i) an opinion of counsel reasonably satisfactory in form, scope and substance and scope customary for opinions in comparable transactions, to the effect Company that registration of a public sale or transfer resale by the Buyer of such Securities may be made without registration any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion Common Shares, promptly promptly, but in no event later than three Business Days after receipt of such opinion, instruct its transfer agent the Transfer Agent to issue upon transfer one or more certificates, free from restrictive legend, share certificates in such name and in such denominations as specified by the HolderBuyer. The Company acknowledges that a breach by it of its Nothing in this Section 5(c) shall limit the obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions 8 of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredAgreement.

Transfer Agent Instruction. The Prior to the closing on the Closing Date, the Company shall issue irrevocable instructions will (1) execute and deliver to its transfer agent the Transfer Agent the Transfer Agent Instruction substantially in the form attached hereto as ANNEX II and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates, registered in certificates for the name Common Shares from time to time upon conversion of the Holder or its nominee, for the Conversion Preferred Shares in such amounts as specified from time to time by in the Holder to Conversion Notices surrendered in connection with such conversions and (2) appoint the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”)the conversion agent for the Preferred Stock. In The certificates for the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g5(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. The Company warrants that: (i) , except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 55(c), and (y) stop transfer instructions to give effect to Section 2(f5(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act or and (z) the date on which the Conversion Shares 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), instructions required by Section 8(b)(12) hereof will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5(c) shall affect limit in any way the Holder’s Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale the registration requirements of the Securities1933 Act or an exemption therefrom upon resale of the Shares. If the Holder Buyer provides the Company, at the cost of the Holder, Company with (i) an opinion of counsel reasonably satisfactory in form, scope and substance and scope customary for opinions in comparable transactions, to the effect Company that registration of a public sale or transfer resale by the Buyer of such Securities may be made without registration any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion Common Shares, promptly promptly, but in no event later than three Business Days after receipt of such opinion, instruct its transfer agent the Transfer Agent to issue upon transfer one or more certificates, free from restrictive legend, share certificates in such name and in such denominations as specified by the HolderBuyer. The Company acknowledges that a breach by it of its Nothing in this Section 5(c) shall limit the obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions 8 of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredAgreement.

Transfer Agent Instruction. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Holder Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Holder Buyer to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder Buyer upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder Buyer upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section shall affect in any way the HolderBuyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Holder Buyer provides the Company, at the cost of the HolderBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Holder Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the HolderBuyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the HolderBuyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Holder Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instruction. The Prior to the closing on the Closing Date, the Company shall issue irrevocable instructions will (1) execute and deliver to its transfer agent the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX II to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates, registered in certificates for the name Common Shares from time to time upon conversion of the Holder or its nominee, for Preferred Shares and exercise of the Conversion Shares Warrants in such amounts as specified from time to time by the Holder to the Company Transfer Agent (x) in the Conversion Notices surrendered in connection with such conversions and (y) upon conversion exercise of the New Note Warrants in accordance with such amounts as specified from time to time to the terms thereof (the “Irrevocable Transfer Agent Instructions”). In in the event that the Borrower proposes Form of Subscription to replace its transfer agent, the Borrower shall provide, prior be attached to the effective date of Warrants and surrendered in connection with such replacementexercises, a fully executed Irrevocable (2) appoint the Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to conversion agent for the provision to irrevocably reserve shares of Common Preferred Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrowerexercise agent for the Warrants. Prior to registration of The certificates for the Conversion Shares under the 1933 Act or the date on which the Conversion Common Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g5(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares or exercise of the Warrants, as the case may be. The Company warrants that: (i) , except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 55(c), and (y) stop transfer instructions to give effect to Section 2(f5(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act or and (z) the date on which the Conversion Shares 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), instructions required by Section 8(b)(12) hereof will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5(c) shall affect limit in any way the Holder’s Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale the registration requirements of the Securities1933 Act or an exemption there from upon resale of the Shares. If the Holder Buyer provides the Company, at the cost of the Holder, Company with (i) an opinion of counsel reasonably satisfactory in form, scope and substance and scope customary for opinions in comparable transactions, to the effect Company that registration of a public sale or transfer resale by the Buyer of such Securities may be made without registration any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion Common Shares, promptly promptly, but in no event later than three Business Days after receipt of such opinion, instruct its transfer agent the Transfer Agent to issue upon transfer one or more certificates, free from restrictive legend, share certificates in such name and in such denominations as specified by the HolderBuyer. The Company acknowledges that a breach by it of its Nothing in this Section 5(c) shall limit the obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions 8 of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredAgreement.

Transfer Agent Instruction. The Prior to the Closing Date, the Company shall issue irrevocable instructions to its transfer agent will execute and deliver the Transfer Agent Instruction in the form attached hereto as ANNEX V and thereby (1) irrevocably instruct American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates, registered in certificates for the name Common Shares from time to time upon conversion of the Holder or its nominee, for Note and the Conversion Shares Interest Notes and exercise of the Warrants in such amounts as specified from time to time by the Holder to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In in the event that Notices of Conversion surrendered in connection with such conversions and in the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior form attached to the effective date Note and the Form of such replacement, a fully executed Irrevocable Subscription in the form attached to the Warrants and (2) appoint the Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to conversion agent for the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower Note and the BorrowerInterest Notes and the exercise agent for the Warrants. Prior to registration of The certificates for the Conversion Shares under the 1933 Act or the date on which the Conversion Common Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its designee and in such denominations to be specified by the Buyer in connection with each conversion of the Note or any Interest Note or exercise of the Warrants. The Company warrants that: (i) that no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 5, and (y) stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act or and (z) the date on which instructions required by Section 3(n) of the Conversion Shares 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), Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5 shall affect limit in any way the Holder’s Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale the registration requirements of the Securities1933 Act upon resale of the Common Shares. If the Holder Buyer provides the Company, at the cost of the Holder, Company with (i) an opinion of counsel counsel, reasonably satisfactory in form, scope and substance and scope customary for opinions in comparable transactions, to the effect Company and its legal counsel, that registration of a public sale or transfer resale by the Buyer of such any of the Securities may be made without registration is not required under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, transfer of such Securities and, in the case of the Conversion Common Shares, in accordance with clause (1)(B) of Section 4(a) of this Agreement, promptly instruct its the Company's transfer agent to issue upon transfer one or more certificates, free from restrictive legend, share certificates in such name and in such denominations as specified by the HolderBuyer within three trading days after receipt of such opinion. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under Nothing in this Section 5 may be inadequate and agrees, in shall limit the event obligations of a breach or threatened breach by the Company under Section 3(n) of the provisions of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredRegistration Rights Agreement.

Transfer Agent Instruction. The Prior to the Closing Date, the Company shall issue irrevocable instructions to its transfer agent will (1) execute and deliver the Transfer Agent Instruction in the form attached hereto as ANNEX VI and thereby irrevocably instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates, registered in certificates for the name Common Shares from time to time upon conversion of the Holder or its nomineeNote, for the Conversion Interest Notes, the Preferred Shares and the Dividend Shares and exercise of the Warrants in such amounts as specified from time to time by the Holder to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In in the event that Notices of Conversion of 6% Senior Secured Convertible Notes due 2001 in the Borrower proposes form attached to replace its transfer agentthe Note, the Borrower shall provide, prior Notices of Conversion surrendered in connection with conversions of Preferred Shares and referred to in Section 5(b) of this Agreement and the Form of Subscription in the form attached to the effective date of such replacement, a fully executed Irrevocable Warrants and (2) appoint the Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to conversion agent for the provision to irrevocably reserve shares of Common Stock in Note, the Reserved Amount) signed by the successor transfer agent to Borrower Interest Notes and the BorrowerPreferred Stock and the exercise agent for the Warrants. Prior to registration of The certificates for the Conversion Shares under the 1933 Act or the date on which the Conversion Common Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its designee and in such denominations to be specified by the Buyer in connection with each conversion of the Note, the Interest Notes, the Preferred Shares or Dividend Shares or exercise of the Warrants. The Company warrants that: (i) that no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 5, and (y) stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act or and (z) the date on which instructions required by Section 3(n) of the Conversion Shares 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), Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5(a) shall affect limit in any way the Holder’s Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale the registration requirements of the Securities1933 Act upon resale of the Common Shares. If the Holder Buyer provides the Company, at the cost of the Holder, Company with (i) an opinion of counsel counsel, reasonably satisfactory in form, scope and substance and scope customary for opinions in comparable transactions, to the effect Company and its legal counsel, that registration of a public sale or transfer resale by the Buyer of such any of the Securities may be made without registration is not required under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, transfer of such Securities and, in the case of the Conversion Common Shares, in accordance with clause (1)(B) of Section 4(a) of this Agreement, promptly instruct its the Company's transfer agent to issue upon transfer one or more certificates, free from restrictive legend, share certificates in such name and in such denominations as specified by the HolderBuyer within three trading days after receipt of such opinion. The Company acknowledges that a breach by it of its Nothing in this Section 5(a) shall limit the obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company 3(n) of the provisions of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredRegistration Rights Agreement.