Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or Preferred Shares in accordance with the exercise of the Warrants and payment therefore terms thereof (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company a. Pro Tech shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) a Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) such Buyer to the Company Pro Tech upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series A Preferred Shares (the "Pro Tech's Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend specified in Section 2(g4(k) of this Agreement. The Company Pro Tech warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58, and stop transfer instructions to give effect to Section 2(f4(i) hereof (in the case of the Conversion Shares or the and Warrant Shares, Shares prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company Pro Tech to its transfer agent and that the Series A Preferred Shares , the Conversion Shares or Shares, the Warrants and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company Pro Tech as and to the extent provided in this Agreement and the Registration Rights AgreementTransaction Documents. Nothing in this Section 5 8 shall affect in any way the such Buyer's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Series A Preferred Shares, Conversion Shares Shares, the Warrant or the Warrant Shares. If the Buyer(s) or Warrant holder such Buyer provides the Company Pro Tech with an opinion of counsel, reasonably satisfactory in form, form and substance to the CompanyPro Tech, that registration of a for resale by the Buyer(s) such Buyer of any of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares is not required under the 1933 Act, the Company Pro Tech shall permit the transfer, subject to the limitations and restrictions set forth in this Agreement and the other Transaction Documents, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company Pro Tech acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the such Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Pro Tech acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Pro Tech of the provisions of this Section 58, that the Buyer(s) such Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. b. NCT shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its respective nominee(s), for the Exchange Shares in such amounts as specified from time to time by the Buyer to NCT upon exchange of the Series A Preferred Shares for NCT Common Stock (the "NCT's Irrevocable Transfer Agent Instructions"). Prior to registration of the Exchange Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(l) of this Agreement. NCT warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 8, and stop transfer instructions to give effect to Section 4(j) hereof (prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by NCT to its transfer agent and that the Exchange Shares shall otherwise be freely transferable on the books and records of NCT as and to the extent provided in this Agreement and the NCT Registration Rights Agreement. Nothing in this Section 8 shall affect in any way the Buyer's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Exchange Shares. If the Buyer provides NCT with an opinion of counsel, reasonably satisfactory in form and substance to NCT, that registration for resale by the Buyer of any of the Exchange Shares is not required under the 1933 Act, NCT shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. NCT acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, NCT acknowledges that the remedy at law for a breach of its obligations under this Section 8 will be inadequate and agrees, in the event of a breach or threatened breach by NCT of the provisions of this Section 8, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably in a form reasonable satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in In the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants event that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in formsuch as but not limited to a Rule 144 opinion, and substance is needed for any matter related to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, this Note or the Warrant Shares is not required under Common Stock the 1933 ActLender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, then the Lender shall provide the Borrower with written notice. Within three (3) business days of receiving written notice, the Company Borrower shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to rely upon opinions from the Lender's counsel. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the reliance instruction is delivered to the transfer agent. If the Lender requests that the Borrower's counsel issue one or more certificates in such name and in such denominations as specified by an opinion, then the BuyerBorrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Company Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144. 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 Reliance Letter in a form as initially delivered pursuant to this Note. The Borrower warrants that 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 the Securities to be issued to the Lender and it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Lender by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 will Note may be inadequate and agrees, in the event of a breach or threatened breach by the Company Borrower of the provisions of this Section 5these provisions, that the Buyer(s) Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The On or prior to the Closing Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Purchaser with a copy thereof, directing the Transfer Agent (i) to issue irrevocable instructions certificates representing Conversion Shares upon conversion of the Notes and receipt of a valid Conversion Notice (as defined in the form attached hereto as Exhibit D to its transfer agent to issue certificatesNotes) from a Purchaser, registered in the amount specified in such Conversion Notice, in the name of the Buyer(s) such Purchaser or its respective nominee(s)nominee, for the Conversion Shares and the (ii) to issue certificates representing Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore receipt of a valid Exercise Notice (as defined in the "Irrevocable Transfer Agent Instructions"). Prior Warrants) from a Purchaser, in the amount specified in such Exercise Notice, in the name of such Purchaser or its nominee and (iii) to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all deliver such certificates shall to such Purchaser no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Notes) or Exercise Date (as defined in the Warrant), as the case may be. Such certificates may bear the restrictive legend specified in Section 2(g) legends pursuant to applicable provisions of this AgreementAgreement or applicable law. The Company warrants that no instruction other than shall instruct the Irrevocable transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Purchaser upon conversion of the Notes, or exercise of the Warrants, and as long as the Transfer Agent Instructions referred to is a participant in this Section 5the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by Purchaser has not informed the Company that it wishes to its receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale may effect delivery of Conversion Shares or Warrant Shares, as the case may be, by crediting the account of such Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Purchaser’s right to convert the Notes or to receive Conversion Shares in accordance with the terms of the Notes or to exercise the Warrant Sharesor to receive Warrant Shares upon exercise of the Warrants. If In the Buyer(sevent that the Company’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above. The legend set forth in Section 2.7 shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped, if (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or Warrant other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably satisfactory in form, and substance acceptable to the Company, to the effect that such sale, assignment or transfer of such Securities may be made without registration of a resale by under the Buyer(s) of any applicable requirements of the Conversion SharesSecurities Act, or (iii) such holder provides the Warrant Shares Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144. Following the Effective Date or at such earlier time as a legend is not required under the 1933 Actno longer required, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. Following the Effective Date and upon the delivery to any Purchaser of any certificate representing Securities that is free from all restrictive and other legends, such Purchaser agrees that any sale of such Securities shall permit be made pursuant to the transfer, and, Registration Statement and in accordance with the case plan of distribution described therein or pursuant to an available exemption from the registration requirements of the Conversion Shares Securities Act. Without the consent of a majority of the Holders or specific instruction from the Warrant SharesSEC or other applicable regulatory body, promptly instruct the Company may not make any notation on its records or give instructions to any transfer agent to issue one or more certificates of the Company that enlarge the restrictions on transfer set forth in such name and in such denominations as specified by the BuyerSection 2.6. The Company acknowledges that a breach by it of will not effect or publicly announce its obligations hereunder will cause irreparable harm intention to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyeffect any exchange, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond recapitalization or other security being requiredtransaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to its issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of Common Shares equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s)Company, for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified may be requested from time to time by the Buyer(s) Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Company upon conversion of Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the Convertible Debentures or form substantially similar to those used by the exercise of the Warrants and payment therefore Investor in substantially similar transactions (the "“Commencement Irrevocable Transfer Agent Instructions"). Prior to registration ”) and (ii) the notice of effectiveness of the Conversion Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Warrant Purchase Shares under in accordance with the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) terms of this Agreement and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇6(b) will be given by the Company to its transfer agent and that the Conversion Transfer Agent with respect to the Purchase Shares or the Warrant Commitment Shares from and after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesCompany. If the Buyer(s) Investor effects a sale, assignment or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any transfer of the Conversion Purchase Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the BuyerInvestor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such Common Shares containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such Common Shares (as applicable) and (ii) the Closing Sale Price of the Common Shares on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), subject to the maximum number of shares provided for in Sections 2(j) and 12 of the Certificate of Designation. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the 1933 Act) or Sections 4 or ▇▇▇ ▇▇ ▇▇▇) e Certificate of Designation will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions the Transfer Agent Instructions to its transfer agent in the form attached hereto as Exhibit D to its transfer agent to issue certificatesfor the purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and (as such term is defined in the Warrant Shares Second Debenture) representing such amounts of Convertible Debentures or Warrants Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Securities, for interest owed pursuant to the Securities, and for any Liquidated Damages (as such term is defined in the Third Debenture) or other amount that may be payable under the exercise Transaction Documents. (b) The Company shall not change its transfer agent without the express written consent of the Warrants and payment therefore Buyer, which may be withheld by the Buyer in its sole discretion. (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) 5 will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to instruct its transfer agent to issue certificates, registered in the name of the Buyer(s) each holder or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) such holder to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Preferred Stock. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such Such certificates shall bear the restrictive legend specified in Legend only to the extent permitted by Section 2(g) of this Agreement5.1 above. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) Securities Act, will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyereach holder's obligations and agreement set forth in Section 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares or the Warrant Shareslaws. If the Buyer(s(a) or Warrant a holder provides the Company with an opinion of counsel, reasonably satisfactory which opinion of counsel shall be in form, substance and substance scope customary for opinions of counsel in comparable transactions (the reasonable cost of which shall be shared equally by the Company and such holder), to the Company, effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration of or (b) a resale by the Buyer(s) of any of the Conversion Shares, holder transfers Securities to an affiliate which is an accredited investor or the Warrant Shares is not required under the 1933 Actpursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the Buyersuch holder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer a holder by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Article V, that the Buyer(s) a holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series A Preferred Shares (the "Irrevocable Transfer Agent Instructions"), except as provided in Section 4(1) herein. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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) 2 hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series A Preferred Shares and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Series A Preferred Shares and the Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides provide the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Series A Preferred Shares and the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer(s) by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) such Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series A Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), except as provided in Section 4(l) herein. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series A Preferred Shares, the Conversion Shares or Shares, the Warrants, and the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable securities laws upon resale of the Series A Preferred Shares, the Conversion Shares or Shares, the Warrants, and the Warrant Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Series A Preferred Shares, the Conversion Shares, or the Warrants, and the Warrant Shares Shares, is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series A Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Series A Preferred Shares and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion the Series A Preferred Shares or the Warrant Conversion Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, Series A Preferred Shares or the Warrant Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Irrevocable Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s), for the Conversion Repricing Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Repricing Warrants, except as provided in Section 4.11 herein. Prior to registration of the Conversion Purchased Common Shares and the Warrant Repricing Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 54.13, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares or the Warrant Repricing Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 4.13 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion the Purchased Common Shares or the Warrant Repricing Shares. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) any Purchaser of any of the Conversion Shares, Purchased Common Shares or the Warrant Repricing Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Repricing Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 4.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 54.13, that the Buyer(s) Purchasers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore in accordance with the terms therewith (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance reasonable acceptable to the CompanyCompany or its counsel, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer and, if appropriate given the Buyerbasis for registration of such resale not being required, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and 22 purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Investor to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g2(d) of this AgreementAgreement until such legend is permitted to be removed pursuant to the last paragraph of Section 2(g). The Company warrants that 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(f2(e) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyereach Investor's obligations and agreement agreements set forth in Section 2(d) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder an Investor provides the Company with an opinion of counsel, in a form reasonably satisfactory in form, and substance acceptable to the Company, to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 ActAct or the Investor provides the Company with assurances reasonably acceptable to the Company that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investors by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore a Equity Purchase Agreement (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants to the Buyer that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent with respect to the Securities and that the Conversion Shares or the Warrant Shares 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 Registration Rights AgreementAgreement subject to the provisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Companyeffect that a public sale, that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 ActAct or the Buyer provides the Company with 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 or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case transfer of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D to its transfer agent E) to issue certificates, or at a Buyer's request, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company in accordance with the terms of and upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares Common Stock and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g3(g) of this Agreement. The Company warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in this Section 56, and (ii) stop transfer instructions (a) to give effect to Section 2(f3(f) hereof (in the case of the Conversion Shares or Common Stock and the Warrant Shares, prior to registration of such shares the Common Stock and the Warrant Shares under the ▇▇▇▇ ▇▇▇1933 Act), (b) to comply with any SEC or court order, or (c) to suspend use of a then effective registration statement in the event an amendment or supplement thereto is necessary, will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights AgreementClosing Agreements. Nothing in this Section 5 6 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or any of the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares Common Stock or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Instructions, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. The Company shall issue irrevocable warrants that, with respect to the Securities, other than the stop transfer instructions in to give effect to Section 4(a) hereof, it will give the form attached hereto as Exhibit D to its transfer agent Transfer Agent no instructions inconsistent with instructions to issue certificates, registered in Common Stock representing the name Purchased Shares and from time to time upon exercise of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing Warrants in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Company to the Company upon conversion Transfer Agent, bearing the restrictive legend specified in Section 4(b) of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior this Agreement prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 (registered in the case name of the Conversion Shares Buyer or the Warrant Shares, prior its nominee and in such denominations to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given specified by the Company to its transfer agent and that Holder in connection with each conversion of the Conversion Shares or Debentures. Except as so provided, the Warrant 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, and substance to the Company, Company that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Purchased Shares or of the Warrant Shares, promptly instruct its transfer agent the Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm . b. Subject to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Agreement, that the Buyer(sCompany will permit the Buyer to exercise its right to exercise the Warrants in the manner contemplated by the Warrants. c. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall be entitled, in addition use its best efforts to all other available remediescause the Transfer Agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. d. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Buyer or the Buyer's representatives upon the request of the Buyer or any such representative, to an injunction restraining any breach and requiring immediate issuance and transferthe extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Buyer in connection with a Notice of Exercise, without or (ii) the necessity number of showing economic loss and without any bond outstanding shares of Common Stock of all shareholders as of a current or other security being requiredspecified date. At the request of the Buyer, the Company will provide the Buyer with a copy of the authorization so given to the Transfer Agent.

Transfer Agent Instructions. The Company Principal Borrower shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, certificates registered in the name of the Buyer(s) each Lender or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Lender to the Company upon conversion Principal Borrower in the form of the Convertible Debentures or the exercise of the Warrants and payment therefore Exhibit G attached hereto (the "“Irrevocable Transfer Agent Instructions"”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company Principal Borrower warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 52.10, and stop transfer instructions to give effect to the Lock-Up Agreement or Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shares6.4 and Section 6.5 hereof, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company Principal Borrower to its transfer agent with respect to the Shares, and that the Conversion Shares or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company Principal Borrower, as and applicable, to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Sharesother Transaction Documents. If a Lender effects a sale, assignment or transfer of Shares in accordance with the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, Lock-Up Agreement and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 ActSection 6.4 and Section 6.5, the Company Principal Borrower shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and shall promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Lender to effect such sale, transfer or assignment. In the Buyerevent that such sale, assignment or transfer involves Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144 under the 1933 Act, the transfer agent shall issue such Shares to such Lender, assignee or transferee, as the case may be, without any restrictive legend. The Company Principal Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebya Lender. Accordingly, the Company Principal Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 2.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Principal Borrower of the provisions of this Section 52.10, that the Buyer(s) a Lender shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares or the Warrant SharesRegistration Rights Agreement, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on, the Warrant Shares Debentures or upon exercise of the Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section 5 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, (as to both the identity of such counsel and substance the content of such opinion) to the Company, Company and its counsel that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares, or the Warrant Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion Shares or the Warrant SharesCommon Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original debentures) or Form of Election to Purchase (and the related original Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed to and received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any Debenture or upon exercise of any Warrants (together with the debentures not so converted, or the Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days in the case of conversion of the Debentures or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, such conversion of the Debentures or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or the exercise of the Warrants, provided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. d. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of the Debentures or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D E to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Series A Preferred Shares or the exercise of the Warrants and payment therefore therefor (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and ag▇▇▇ ▇▇▇ that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) Buyer or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇fty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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(f2(g) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its Comp▇▇▇ ▇▇ ▇ts transfer agent and that the Conversion Shares or the Warrant 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company Corporation shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Holder or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Holder to the Company Corporation upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore this Warrant (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend specified in Section 2(g) 12 of this AgreementWarrant. The Company Corporation warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 11 and the stop transfer instructions to give effect to Section 2(f) 12 hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company Corporation to its transfer agent and that the Conversion Shares or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company Corporation as and to the extent provided in this Warrant and that certain Subordinated Note Purchase Agreement dated as of the date hereof, among the Corporation and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way entities listed on the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Sharessignature pages thereto. If the Buyer(s) or Warrant holder Holder provides the Company Corporation with an opinion of counsel, reasonably satisfactory in form, and substance to the CompanyCorporation, that registration of a resale by the Buyer(s) such Holder of any of the Conversion Shares, or the such Warrant Shares is not required under the 1933 Securities Act, the Company Corporation shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Holder and without any restrictive legends. The Company Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Holder hereof by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Corporation acknowledges that the remedy at law for a breach of its obligations under this Section 5 11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Corporation of the provisions of this Section 511, that the Buyer(s) Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s(a) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s[Intentionally left blank] (b) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. (c) Upon receipt of a Conversion Notice the Transfer Agent shall within five (5)Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice (ii) provided the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyer’s or their designees’ balance account with DTC through its DWAC system provided the Buyer causes its bank or broker to initiate the DWAC transaction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case transfer of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid a ▇▇▇▇ ▇▇▇ ▇▇ ▇▇fty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Companywhich is generally acceptable, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in counsel (which counsel and the form, substance and substance scope of such opinion shall be acceptable to the CompanyCompany in its reasonable judgment), that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, which currently is Harr▇▇ ▇▇▇k & Trust Company, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series A Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 ActAct or the resale of the Conversion Shares under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Series A Preferred Shares and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion the Series A Preferred Shares or the Warrant Conversion Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, Series A Preferred Shares or the Warrant Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall not change its transfer agent without (i) at least 10 business days' prior written notice to the Buyers and (ii) providing to the substitute transfer agent instructions equivalent to those provided to the Company's current transfer agent pursuant hereto.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to instruct its transfer agent to issue certificatescertificates (subject to the legend and other provisions hereof and in the Notes and the Warrants), registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures Notes or the exercise of the Warrants Warrants, as applicable. To the extent and payment therefore (during the "Irrevocable Transfer Agent Instructions"). Prior to registration periods provided in Sections 2(f) and 2(g) of the Conversion Shares and the Warrant Shares under the 1933 Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the transfer of the Conversion Shares or the Warrant Shares, Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) will Securities Act or without an exemption therefrom, shall be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale law. (c) If any Purchaser provides the Company and the transfer agent with an opinion of Conversion Shares counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities have been sold or the Warrant Shares. If the Buyer(s) transferred pursuant to an exemption from registration, or Warrant holder any Purchaser provides the Company with an opinion of counsel, reasonably satisfactory which opinion of counsel shall be in form, substance and substance scope customary for opinions of counsel in comparable transactions, to the Company, effect that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required such Securities may be sold under the 1933 ActRule 144(k), the Company shall permit the transfer, transfer and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredsuch Purchaser.

Transfer Agent Instructions. The Company covenants and agrees that, promptly following execution and delivery of this Agreement, it shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior ) to registration its transfer agent for the Common Stock, and any subsequent transfer agent, such instructions to be in form and substance annexed hereto as EXHIBIT H, to facilitate trades of the Conversion Underlying Shares and to permit the Warrant Shares under Subscriber to timely deliver within any applicable settlement period certificates representing such shares in connection with any transfer or disposition of the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementUnderlying Shares. The Company warrants that further covenants and agrees that, except as otherwise required by law, no instruction instruction, other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Instructions, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Underlying 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 Registration Rights Agreement. Nothing in Each of the Subscriber and the Company acknowledge and agree that their respective obligations pursuant to this Section 5 shall affect in any way the Buyer's obligations and agreement 5.6 are subject to comply compliance by each of them with all applicable securities laws upon resale of Conversion Shares or the Warrant Shareslaws. If the Buyer(s) or Warrant holder provides the The Company with an opinion of counsel, reasonably satisfactory in form, and substance covenants that it will use its best efforts to cause the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its 's transfer agent to issue one or more deliver certificates representing shares issued in such name and connection with a transfer of Underlying Shares as promptly as practicable but in such denominations as specified no event later than three (3) business days after delivery by the BuyerSubscriber of all required documentation in respect of such transfer to both the Transfer Agent and the Company as required pursuant to Paragraphs 7 and 8 of the Certificate. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5.6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55.6, that the Buyer(s) Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent for purpose of having certificate▇ ▇▇▇▇▇▇, registered ▇▇▇istered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($5▇) ▇▇▇ ▇▇▇▇▇ occasion they act pursuant to the Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant th▇▇ ▇▇▇ ▇onversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Investor to the Company upon conversion delivery of the Convertible Debentures or the exercise of the Warrants and payment therefore a Purchase Notice (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Irrevocable Transfer Agent Instructions")Instructions shall have been delivered by the Company to, and acknowledged in writing by, the Company's transfer agent prior to the Company's delivery of the first Preliminary Put Notice hereunder. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section Sections 2(f) and 2(g) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares the Shares under the ▇▇▇▇ ▇▇▇) 1933 Act, will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the BuyerInvestor's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Investor provides the Company with an opinion of counsel, reasonably satisfactory in generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Investor of any of the Conversion Shares, or the Warrant such Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerInvestor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. So long as the Buyer complies with its obligations in Section 4(g), all of the Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue irrevocable instructions in to the form attached hereto as Exhibit D to its Transfer Agent, and any subsequent transfer agent agent, to issue certificates, registered Common Stock in the name of the Buyer(s) or its respective nominee(s), Buyer for the Conversion Purchase Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "“Irrevocable Transfer Agent Instructions"”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares and that the Conversion Shares or the Warrant Purchase 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale The right of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion hereunder to commence sales of counsel, reasonably satisfactory in form, the Purchase Shares is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares): (a) The Buyer shall have executed each of the Transaction Documents and substance delivered the same to the Company, ; (b) The representations and warranties of the Buyer shall be true and correct as of the Commencement Date as though made at that registration time (except for representations and warranties that speak as of a resale specific date, which shall be true and correct in all material respects as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Buyer(sBuyer at or prior to the Commencement Date; and (c) of any A registration statement covering the sale of the Conversion Shares, or Purchase Shares by the Warrant Shares is not required Buyer shall have been declared effective under the 1933 ActAct by the SEC and no stop order with respect to the registration statement shall be pending or, to the Company shall permit the transfer, and, in the case knowledge of the Conversion Shares or the Warrant SharesCompany, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified threatened by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredSEC.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Series A Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series A Preferred Shares, the Conversion Shares or Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, or the Warrant. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Series A Preferred Shares, the Conversion Shares Shares, the Warrants, or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Buyer of any of the Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions the Transfer Agent Instructions to its transfer agent in the form attached hereto as Exhibit D to its transfer agent to issue certificatesfor the purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures or Securities, for interest owed pursuant to the exercise Securities, and for any and all Liquidated Damages. (b) The Company shall not change its transfer agent without the express written consent of the Warrants and payment therefore Buyer, which may be withheld by the Buyer in its sole discretion. (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case favor of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) Buyer will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Preferred Shares and the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares or Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory counsel in form, substance and substance to the Companyscope customary for opinions of counsel in comparable transactions, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures Notes and the conversion or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Warrants, except as provided in Section 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 3.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56.11, and stop transfer instructions to give effect to Section 2(f) 3.7 hereof (in the case of the Conversion Shares or and the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or and the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 6.11 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Convertible Notes, the Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Purchaser of any of the Convertible Notes, the Conversion Shares, Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56.11, that the Buyer(s) Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇19▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Debentures, the Conversion Shares or Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, or the Warrant. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Debentures, the Conversion Shares Shares, the Warrants, or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Buyer of any of the Debentures, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore Warrants, as the case may be (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company shall acknowledge Conversion Notices with respect to the Preferred Shares and Subscription Notices with respect to the Warrants, as applicable, and in such acknowledgement shall appropriately instruct its transfer agent as to whether or not the Conversion Shares or Warrant Shares to be issued pursuant to the Conversion Notice or Subscription Notice, as the case may be, shall bear the restrictive legend specified in Section 2(g). After the registration of the Conversion Shares and the Warrant Shares under the 1933 Act, the Company shall acknowledge Conversion Notices and Subscription Notices, as applicable, and in such acknowledgement shall direct its transfer agent to not place the restrictive legend on the Conversion Shares or Warrant Shares, as the case may be, by marking the "Without Restrictive Legend" box on the Conversion Notice or Subscription Notice. Nothing in this Section 5 shall in any way affect the Company's obligation to deliver Conversion Shares pursuant to Section 2(f) of the Certificate of Designations or Warrant Shares pursuant to Section 2 of the Warrant. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions and the instructions regarding the restrictive legend referred to in this Section 5, and other than stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 2(f) hereof (in the case of the Conversion Shares or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.this

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or Debentures, for any and all Liquidated Damages (as such term is defined in the exercise of Registration Rights Agreement) that may be owed pursuant to the Warrants and payment therefore Registration Rights Agreement (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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(f2(g) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an order for specific performance and/or an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore in the form of Exhibit C attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shareshereof, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent agent, and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Sharesother Transaction Documents. If the Buyer(s) a Buyer effects a sale, assignment or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any transfer of the Conversion Shares, or the Warrant Shares is not required under the 1933 ActSecurities in accordance with Section 2(f), the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Securities sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue or reissue, as the case may be, such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(b), that the Buyer(s) a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 ActSecurities Act or the date on which the Conversion Shares and Warrant 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(l) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing Notes and Warrants; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in this Section 5 shall affect transferring (or issuing) (electronically or in certificated form) any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of certificate for Conversion Shares or the Warrant Shares. If the Buyer(s) Shares to be issued to a Buyer upon conversion or Warrant holder provides the Company with an opinion exercise of counsel, reasonably satisfactory in form, and substance or otherwise pursuant to the CompanyNotes or the Warrants (as applicable), that registration of a resale as and when required by the Buyer(s) of any of the Conversion Shares, Notes or the Warrants (as applicable) and this Agreement; and (iii) it will not fail to remove (or direct 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 and Warrant Shares is not required under as contemplated by the 1933 Actterms of this Agreement, the Company shall permit Notes and the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerWarrants. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s), for the Conversion Shares Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Bridge Notes, except as provided in Section 7.8 herein. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 4.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 57.12, and stop transfer instructions to give effect to Section 2(f) 4.7 hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇1933 Act) will ▇▇ ▇▇▇) will be given ▇▇ by the Company to its transfer agent and that the Bridge Notes and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Bridge Notes or Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Purchaser of any of the Bridge Notes or Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 7.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 57.12, that the Buyer(s) Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s), for the Conversion Shares Shares, the Repricing Shares, and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Bridge Notes, except as provided in Section 8.8 herein. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58.12, and stop transfer instructions to give effect to Section 2(f) 5.7 hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Bridge Notes and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 8.12 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Bridge Notes or Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Purchaser of any of the Bridge Notes or Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 58.12, that the Buyer(s) Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants Series B Preferred Shares as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series B Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and that the ▇▇▇ ▇▇▇▇ ▇▇▇ Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares or the Warrant SharesRegistration Rights Agreement, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on the Warrant Shares Debentures or upon exercise of the Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section 5 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, (as to both the identity of such counsel and substance the content of such opinion) to the Company, Company and its counsel that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares, or the Warrant Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion Shares or the Warrant SharesCommon Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original Debentures) or Form of Election to Purchase (and the related original Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any Debenture or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) or upon conversion of the Debentures and exercise of the Warrants to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days in the case of conversion of the Debentures, or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, any conversion of the Debentures or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or the exercise of the Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. d. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of, or in lieu of interest payments on, the Debentures or upon exercise of the Warrants the sum of $2,500 per day for each $100,000 in aggregate principal amount of Debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(fSections 4(a) and 4(b) hereof (in prior to the case registration and sale of the Conversion Ordinary Shares issuable upon conversion of the Debentures, or upon exercise of the Warrant Shares, prior to registration of such shares Warrants under the ▇▇▇▇ ▇▇▇) Securities Act will be given by the Company to its the transfer agent and that the Conversion Shares or the Warrant such Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, and substance to the Company, Company that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares, or the Warrant Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares or the Warrant Ordinary Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Ordinary Shares without legend in such name names and in such denominations as specified by the Buyer. Purchaser. b. The Company acknowledges that a breach will permit each Purchaser to exercise its right to convert the Debentures or to exercise the Warrants by it faxing an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion or Form of Election to Purchase, as applicable, to the Buyer by vitiating the intent Company, and purpose of the transaction contemplated hereby. Accordinglydelivering within three (3) business days thereafter, the original Notice of Conversion (and the related original Debentures) or Form of Election to Purchase (and the related original Warrants) to the Company acknowledges that by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is received by the remedy at law for Company in accordance with the provisions hereof shall be deemed a breach "Conversion Date." The Company will transmit the certificates representing the Ordinary Shares issuable upon conversion of its obligations under this Section 5 will be inadequate and agreesany Debentures or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) to such Purchaser via express courier or by electronic transfer, as soon as practicable thereafter (but in the event of a breach or threatened breach all events within three (3) business days), after receipt by the Company of the provisions original Notice of Conversion (and the related original Debentures) or the original Form of Election to Purchase (and the related original Warrants) to be converted (the "Delivery Date"). For purposes of this Section 5Agreement, that such conversion of the Buyer(s) Debentures or exercise of the Warrants shall be entitleddeemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Ordinary Shares issuable upon the conversion of the Debentures or exercise of the Warrants, provided the Company's transfer agent is participating in addition the Depositary Trust company ("DTC") Fast Automated Securities Transfer program, on the written request of a Purchaser who shall have previously instructed such Purchaser's prime broker to all other available remediesconfirm such request to the Company's transfer agent, the Company shall use commercially reasonable efforts to an injunction restraining any breach and requiring immediate issuance and transfer, without cause its transfer agent to electronically transmit such Ordinary Shares to the necessity Purchaser by crediting the account of showing economic loss and without any bond or other security being requiredthe Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the BuyerInvestor's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) Investor or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Investor of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerInvestor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Irrevocable Transfer Agent Instructions to its transfer agent, irrevocably appointing Dutchess Capital Management, LLC and its managing members ("DCM"), as the Company's agent to issue certificatesfor the purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s)Holder, for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures conversions or Warrants warrants, as specified from time to time by the Buyer(s) Holder to the Company upon conversion the Conversion Date (as defined in the Debenture Agreement), and for any and all Liquidated Damages, if any (as this term is defined in the Debenture Registration Rights Agreement). DCM shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration The Company shall not change its transfer agent without the express written consent of the Conversion Shares and Holder, which may be withheld by the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified Holder in Section 2(g) of this Agreementits sole discretion. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 510, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant issuance of 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 Debenture Registration Rights Agreement. Nothing in this Section 5 10 shall affect in any way the BuyerHolder's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Holder provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) Holder of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerHolder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Holder by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 510, that the Buyer(s) Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and to any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each holder of Preferred Shares or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each holder of Preferred Shares to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Warrants. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares). If the Buyer(s) or Warrant a holder of Preferred Shares provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Companyeffect that a public sale, that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 Act, and such holder of Preferred Shares represents to the Company that it has satisfied any conditions on which such opinion of counsel is based, or a holder of Preferred Shares provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144(k) (or any successor thereto), the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch holder and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer holders of Preferred Shares by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 58, that the Buyer(s) holders of Preferred Shares shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without the posting of any bond or other security being required. ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted and for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) such Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Preferred Shares and the Warrants on and payment therefore following the date that is 90 days following the Closing Date, or such earlier date as a registration statement is effective with respect to the Conversion Shares and/or Warrant Shares, respectively (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares or Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory counsel in form, substance and substance to the Companyscope customary for opinions of counsel in comparable transactions, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, substantially in the form attached of Exhibit B hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")) and use its best efforts, without incurring additional fees, to obtain the Transfer Agent's agreement thereto. Prior to registration of the Conversion Common Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Companyeffect that a public sale, that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D to its transfer agent E) to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Series B Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series B Preferred Shares and the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion the Series B Preferred Shares or the Warrant Conversion Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, Series B Preferred Shares or the Warrant Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D C to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its Comp▇▇▇ ▇▇ ▇ts transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s), for the Preferred Stock, the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Purchaser to the Company upon conversion of the Convertible Debentures Notes, the Preferred Stock or the exercise of the Warrants and payment therefore in the form of Exhibit H attached hereto (the "“Irrevocable Transfer Agent Instructions"”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) 3.14 will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder a Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the Companyeffect that a public sale, assignment or transfer of the Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration such Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Preferred Stock, Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.14 will cause irreparable harm to the Buyer Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 53.14, that the Buyer(s) Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to instruct its transfer agent to issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions")Debenture. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 ActSecurities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) Securities Act, will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Registration Rights AgreementDebenture. Nothing in this Section 5 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(f) hereof not to comply resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with all such a sale) or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares or the Warrant Shareslaw. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, reasonably satisfactory which opinion of counsel shall be in form, substance and substance scope customary for opinions of counsel in comparable transactions, to the Company, effect that registration of a resale by the Buyer(s) of any of the Conversion Shares, Securities to be sold or the Warrant Shares is not required under the 1933 Acttransferred may be sold or transferred pursuant to an exemption from registration, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyera Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company (which amounts are subject to verification by the Company) upon proper conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating obliterating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit D hereto, and any subsequent transfer agent, to its transfer agent to --------- issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or Preferred Shares and upon payment by the exercise Company of dividends on the Warrants and payment therefore Preferred Shares in Dividend Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Dividend Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Dividend Shares, prior to registration of such shares the Conversion Shares and the Dividend Shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares ▇▇▇▇ ▇▇e 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Dividend Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to StockTrans, Inc., as transfer agent (the "Transfer Agent"), and any subsequent transfer agent, substantially in the form attached of Exhibit B hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shareshereof, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, in a form reasonably satisfactory in formacceptable to Company counsel, and substance to the Companyeffect that a public sale, that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities have been or are to be sold pursuant to Regulation S or Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws the prospectus delivery requirements, if any, upon resale of Conversion Shares the Securities, as well as the other provisions of this Agreement and the other agreements contemplated hereby, including the Buyers' agreement to redeliver any Security issued without a legend (electronically or otherwise) transferred by the Warrant SharesBuyer in a transaction other than pursuant to a registered public sale or Rule 144 for appropriate certification and legending. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Series A Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), except as provided in Section 4(l) herein. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series A Preferred Shares, the Conversion Shares Shares, the Warrants, or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Series A Preferred Shares, the Conversion Shares Shares, the Warrants, or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) Buyer of any of the Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The On or prior to each Closing Date, the Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Buyer (the “Irrevocable Transfer Agent Instructions”) to issue certificatesbook-entry statements or credit shares (to the extent unrestricted shares are issued) to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementPreferred Shares. The Company represents and warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇5(b) will be given by the Company to its transfer agent the Transfer Agent with respect to such Conversion Shares, and that that, assuming the Conversion Shares or accuracy of the Warrant Shares Buyer’s representations and warranties hereunder, the Securities shall otherwise be freely transferable on the books and records of the Company Company, as and applicable, to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Sharesother Transaction Documents. If the Buyer(s) a Buyer effects a sale, assignment or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any transfer of the Conversion Shares, or Securities in accordance with this Agreement and the Warrant Shares is not required under the 1933 Actother Transaction Documents, the Company shall shall, subject to applicable laws, permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates book-entry statements in such name and in such denominations as specified by the BuyerBuyer to effect such sale, transfer or assignment; provided that the Issuer and Buyer each agree to use best efforts to provide any documentation reasonably requested by the Transfer Agent. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(b), that the Buyer(s) a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent on the effective date of the Prospectus Supplement. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares or the Warrant SharesRegistration Rights Agreement, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on the Warrant Shares Debentures or upon exercise of the Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section 5 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, (as to both the identity of such counsel and substance the content of such opinion) to the Company, Company and its counsel that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares, or the Warrant Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion Shares or the Warrant SharesCommon Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original Debentures) or Form of Election to Purchase (and the related original Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any Debenture or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) or upon conversion of the Debentures and exercise of the Warrants to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days in the case of conversion of the Debentures, or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, such conversion of the Debentures or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or the exercise of the Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. d. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of or in lieu of interest payments on, the Debentures or upon exercise of the Warrants the sum of $1,500 per day for each $100,000 in aggregate principal amount of Debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Purchaser to the Company upon conversion issuance of the Convertible Debentures or Common Shares in the exercise form of the Warrants and payment therefore Exhibit D attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Common Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) 3.7 will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 3.7 shall affect in any way the Buyereach Purchaser's obligations and agreement agreements set forth in Section 6.1 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant Common Shares. If the Buyer(s) or Warrant holder a Purchaser provides the Company with an opinion of counsel, in a form reasonably satisfactory in form, and substance acceptable to the CompanyCompany and its counsel, to the effect that a public sale, assignment or transfer of the Common Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Common Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of a transfer of the Conversion Shares or the Warrant Common Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.7 will cause irreparable harm to the Buyer Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 3.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 53.7, that the Buyer(s) Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Exchange Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion exchange of amounts outstanding under the Convertible Debentures Note or the exercise of the Warrants and payment therefore any Warrant (the "Irrevocable Transfer Agent Instructions"). Prior to registration If any of the Conversion Shares and the Warrant Shares have been issued in a transaction registered under the 1933 Act, all the Company shall promptly notify the transfer agent that any certificates evidencing such certificates Shares shall bear the be issued without any restrictive legend specified in Section 2(g) of this Agreementlegend. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Article V, and stop transfer instructions to give effect to Section 2(f) 2.7 hereof (in the case of the Conversion issuance of the Exchange Shares or any of the Warrant Shares, prior to Shares in a transaction exempt from registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance reasonably acceptable to the Company, to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Shares, or the Warrant Shares is not required may be made without registration under the 1933 ActAct or Buyer provides the Company with assurances required by Section 2.6 of this Agreement that the Shares can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Article V, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Investor to the Company upon conversion delivery of the Convertible Debentures or the exercise of the Warrants and payment therefore a Put Notice (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS). The Irrevocable Transfer Agent Instructions")Instructions shall have been delivered by the Company to, and acknowledged in writing by, the Company's transfer agent prior to the Company's delivery of the first Put Notice hereunder. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section Sections 2(f) and 2(g) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares the Shares under the ▇▇▇▇ ▇▇▇) 1933 Act, will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the BuyerInvestor's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Investor provides the Company with an opinion of counsel, reasonably satisfactory in generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Investor of any of the Conversion Shares, or the Warrant such Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerInvestor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investor by vitiating the intent and purpose of the ofthe transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D C to its issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s)Company, for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified may be reasonably requested from time to time by the Buyer(s) Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Company upon conversion of Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the Convertible Debentures or form substantially similar to those used by the exercise of the Warrants and payment therefore Investor in substantially similar transactions (the "“Commencement Irrevocable Transfer Agent Instructions"). Prior to registration ”) and (ii) the notice of effectiveness of the Conversion Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Warrant Purchase Shares under in accordance with the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) terms of this Agreement and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇6(b) will be given by the Company to its transfer agent and that the Conversion Transfer Agent with respect to the Purchase Shares or the Warrant Commitment Shares from and after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant SharesCompany. If the Buyer(s) Investor effects a sale, assignment or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any transfer of the Conversion Purchase Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the BuyerInvestor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The For Buyer's conversion requests made within 90 days of the C-1 Closing Date, the Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D to its transfer agent EXHIBIT D) to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Stock or the exercise of the Warrants Warrants, respectively. For Buyer's conversion requests made 90 days after the C-1 Closing Date, the Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) when the legend set forth in Section 2(g) is not required, to electronically issue such shares (e.g., through DWAC or DTC), or at a Buyer's request or when the legend set forth in Section 2(g) is required, to issue certificates, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and payment therefore Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Stock or exercise of the Warrants, respectively (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 ActAct and transfer of such shares to a holder other than the Buyer, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, the Certificate of Designation and the Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or any of the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of reasonably satisfactory counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). a. Prior to any registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g3(g) of this Agreement. The Company ConnectClearly warrants that 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(f3(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company ConnectClearly to its transfer agent and that the Conversion Shares or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company ConnectClearly as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 7 shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable federal and state securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company ConnectClearly with an opinion of counselcounsel (which may apply to multiple Buyers), reasonably satisfactory in customary form, and substance to the Company, that registration of a for resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company ConnectClearly shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer free from such legend. The Company ConnectClearly acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company ConnectClearly acknowledges that the remedy at law for a breach of its obligations under this Section 5 7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company ConnectClearly of the provisions of this Section 57, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. b. NCT shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its respective nominee(s), for the Exchange Shares in such amounts as specified from time to time by the Buyer to NCT upon exchange of the Shares for NCT Common Stock (the "NCT's Irrevocable Transfer Agent Instructions"). Prior to registration of the Exchange Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 3(g) of this Agreement. NCT warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7, and stop transfer instructions to give effect to Section 3(f) hereof (prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by NCT to its transfer agent and that the Exchange Shares shall otherwise be freely transferable on the books and records of NCT as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 7 shall affect in any way the Buyer's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Exchange Shares. If the Buyer provides NCT with an opinion of counsel, reasonably satisfactory in form and substance to NCT, that registration for resale by the Buyer of any of the Exchange Shares is not required under the 1933 Act, NCT shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer, free from such legend. NCT acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, NCT acknowledges that the remedy at law for a breach of its obligations under this Section 7 will be inadequate and agrees, in the event of a breach or threatened breach by NCT of the provisions of this Section 7, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions the Transfer Agent Instructions to its transfer agent in the form attached hereto as Exhibit D to its transfer agent to issue certificatesfor the purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures or Securities, for interest owed pursuant to the exercise Securities, and for any and all Liquidated Damages. (b) The Company shall not change its transfer agent without the express written consent of the Warrants and payment therefore Buyer, which may be withheld by the Buyer in its sole discretion. (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case favor of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) Buyer will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇aving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares or the Warrant 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The After payment of the Purchase Price for each portion of the Shares, the Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s)nominee, for that portion of the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time purchased by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Investor (the "“Irrevocable Transfer Agent Instructions"”). Prior In the event that the Company proposes to registration replace its transfer agent, and any Shares purchased have not yet been issued to the Investor, the Company 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 Conversion Shares and Agreement signed by the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementsuccessor transfer agent to Company. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent respecting those purchased Shares and that the Conversion Shares or the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement; (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 Shares to be issued to the Buyer as and when required by the Registration Rights 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 on any certificate for any Shares issued to the Buyer as and when required by the Agreement. Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any re-sale of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. A. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares undertakes and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(f) hereof (in the case registration and sale of the Company Exchange Shares and/or Conversion Shares or the Warrant Shares, prior pursuant to an effective Securities Act registration of such shares under the ▇▇▇▇ ▇▇▇) statement will be given by the Company to its transfer agent for the Company Exchange Shares and/or Conversion Shares and that the Company Exchange Shares and the Conversion Shares or issuable upon conversion of the Warrant Shares Preferred Stock otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Company Exchange Shares and/or Conversion Shares or the Warrant Shares. If the Buyer(s) If, at any time, Buyer or Warrant holder Tadeo provides the Company with ▇▇▇▇ an opinion of counsel, counsel reasonably satisfactory in form, and substance to the Company, Company that registration of a the resale by the Buyer(s) Buyer and Tadeo of any of the such Company Excha▇▇▇ ▇hares and/or Conversion Shares, or the Warrant Shares is not required under the 1933 ActSecurities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, and, in the case transfer of the such Company Exchange Shares and/or Conversion Shares or the Warrant Sharesand, promptly instruct its the Company's transfer agent to issue one or more certificates for Company Common Stock without any restrictive legends endorsed thereon. B. Tadeo undertakes and agr▇▇▇ ▇▇▇▇ no instructions other than the instructions referred to in this Section V and customary stop transfer instructions prior to the registration and sale of the Tadeo Exchange Shares pursu▇▇▇ ▇o an effective Securities Act registration statement will be given to its transfer agent for Tadeo Exchange Shares and t▇▇▇ ▇he Tadeo Exchange Shares other▇▇▇▇ shall be freely transferable on the books and records of Tadeo as and to the extent ▇▇▇▇▇ded in this Agreement and applicable law. Nothing contained in this Section V.B. shall affect in any way the Company's obligations and agreement to comply with all applicable securities laws upon resale of such name Tadeo Exchange Shares. If, ▇▇ ▇▇y time, Company provides Tadeo with an opinion of co▇▇▇▇▇ reasonably satisfactory to Tadeo that registration of ▇▇▇ ▇esale by Company of such Tadeo Exchange Shares is no▇ ▇▇▇uired under the Securities Act and in that the removal of restrictive legends is permitted under applicable law, the Tadeo shall permit the tran▇▇▇▇ of such denominations as specified Tadeo Exchange Shares and, ▇▇▇▇▇tly instruct Tadeo's transfer agent to i▇▇▇▇ ▇▇e or more certificates for Tadeo Common Stock without ▇▇▇ ▇estrictive legends endorsed thereon. C. The Company shall permit Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Company Common Stock issuable upon conversion of any Preferred Stock (together with certificates evidencing any Preferred Stock not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "Delivery Date"). Within five business days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Stock being converted. Buyer shall indemnify the Company for any damages to third parties as a result of a claim by such third party to ownership of the Preferred Stock converted prior to receipt of the Preferred Stock by the Company. D. The Company understands that a delay in the Buyer(s) shall be entitled, issuance of the shares of Company Common Stock upon the conversion of the Preferred Stock could result in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss to Buyer. As compensation to Buyer for such loss (and without any bond or other security being required.not as a penalty), the Company agrees to pay to Buyer for late issuance of Company Common Stock issuable upon conversion of the Preferred Stock in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Delivery Date):

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Preferred Shares and the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares or Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, substantially in the form attached of Exhibit B hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Common Shares and the Warrant Shares under the 1933 ActAct and the sale of the Common Shares and Warrant Shares, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory counsel in a generally acceptable form, and substance to the Companyeffect that a public sale, that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares, or the Warrant Shares is not required Securities may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in generally acceptable form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and, if such opinion provides that such legends can be removed, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Each of the Buyers acknowledge that the Company's transfer agent is not a participant in the electronic book entry transfer program and that such Buyer may not instruct the transfer agent to make electronic book entry transfers unless the Company gives the Buyers notice that its transfer agent is a participant in that program.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration To the extent and during the periods provided in Sections 2(f) and 2(g) of the Conversion Shares and the Warrant Shares under the 1933 Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ ▇▇▇1933 Act or without an exemption therefrom) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply sell pursuant to an effective Registration Statement or in compliance with all an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares or the Warrant Shareslaws. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, substance and substance to the Companyscope customary for opinions of counsel in similar transactions, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder under this Agreement will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5hereunder, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇1933 Act) will be given by the Company to Co▇▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares or the Warrant 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D to its transfer agent D) to issue certificates, or at the Buyer's request, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and the or Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Note or the exercise of the Warrants and payment therefore Warrants, respectively (the "Irrevocable Transfer Agent IRREVOCABLE TRANSFER AGENT Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, the Convertible Note and the Warrants. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or any of the Warrant SharesSecurities. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance to the Company, that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions the Transfer Agent Instructions to its transfer agent in the form attached hereto as Exhibit D to its transfer agent to issue certificatesC for the purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares and (as such term is defined in the Warrant Shares Debenture) representing such amounts of Convertible Debentures or Warrants Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures Securities, for interest owed pursuant to the Securities, and for any Liquidated Damages (as such term is defined in the Third Debenture) or other amount that may be payable under the exercise Transaction Documents. (b) The Company shall not change its transfer agent without the express written consent of the Warrants and payment therefore Buyer, which may be withheld by the Buyer in its sole discretion. (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) 5 will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, certificates registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore in accordance with the terms thereof (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, Article VI and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares or the and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2.7 hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 Article VI will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Series C Preferred Shares or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Series C Preferred Shares, the Warrants, the Conversion Shares or and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement or the Warrant. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Series C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Series C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures Preferred Shares or the exercise of the Warrants and payment therefore (in the form attached hereto as Exhibit E, the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS")) unless such issuance is prohibited by Section 5 or Section 15 of the Certificate of Designations. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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 or and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent with respect to the Warrants Shares and Conversion Shares and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, in a form reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares such Securities is not required under the 1933 ActAct or such Buyer provides the Company with reasonable assurance that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares or and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the affected Buyer by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will would be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) affected Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to its issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s)Company, for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified may be requested from time to time by the Buyer(s) Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Company upon conversion of Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the Convertible Debentures or form substantially similar to those used by the exercise of the Warrants and payment therefore Investor in substantially similar transactions (the "“Commencement Irrevocable Transfer Agent Instructions"). Prior to registration ”) and (ii) the notice of effectiveness of the Conversion Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Purchase Shares in accordance with the terms of this Agreement and the Warrant Registration Rights Agreement. All Purchase Shares under to be issued from and after Commencement to or for the 1933 Act, all such certificates benefit of the Investor pursuant to this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇6(b) will be given by the Company to its transfer agent and that the Conversion Transfer Agent with respect to the Purchase Shares or the Warrant Commitment Shares from and after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, that the Buyer(sCompany shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach purchase price paid for such shares of Common Stock (as applicable) and requiring immediate issuance and transfer, without (ii) the necessity Closing Sale Price of showing economic loss and without any bond or other security being requiredthe Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Preferred Shares and the Warrant Shares under Warrants and receipt of appropriate representations from the Buyer as to compliance with the prospectus delivery requirements of the 1933 Act, all Act and opinions from counsel to the Company. All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that 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 or the Warrant Shares, prior to registration of such shares the Conversion Shares or Warrant Shares under the ▇▇▇▇ ▇▇▇1933 Act or in the event that the registration statement covering the Conversion Shares or the Warrant Shares is required to be suspended or withdrawn) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights AgreementAgreement and, if applicable, subject to such opinions of counsel of the Company as the Company's transfer agent may request. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements under the 1933 Act, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares and the Warrant Investment Option Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures or the exercise of the Warrants Preferred Shares and payment therefore Investment Options (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Investment Option Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that, assuming the Buyers are not "affiliates" of the Company under applicable federal securities law, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, the notification by the Company to the transfer agent of the conversion of the Preferred Shares or the exercise of the Investment Options and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or the Warrant and Investment Option Shares, prior to the effectiveness of the registration of such shares statement relating to the Conversion Shares and Investment Option Shares under the ▇▇▇▇ ▇▇▇) 1933 Act), will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and substance to the Companyscope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or Debentures, for interest owed pursuant to the exercise Convertible Debenture, and for any and all Liquidated Damages. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions". The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that 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(f2(g) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the Company, effect that registration of a resale by the Buyer(s) of any of the Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in In the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants event that 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 or the Warrant Shares, prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares or the Warrant Shares. If the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in formsuch as but not limited to a Rule 144 opinion, and substance is needed for any matter related to the Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares, this Note or the Warrant Shares is not required under Common Stock the 1933 ActLender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, then the Lender shall provide the Borrower with written notice. Within three (3) business days of receiving written notice, the Company Borrower shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to rely upon opinions from the Lender’s counsel (the “Transfer Agent Reliance Letter”). A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the Transfer Agent Reliance Letter is delivered. If the Lender requests that the Borrower’s counsel issue one or more certificates in such name and in such denominations as specified by an opinion, then the BuyerBorrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Company Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144. 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 Reliance Letter in a form as initially delivered pursuant to this Note. The Borrower warrants that 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 the Securities to be issued to the Lender and it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Lender by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 will Note may be inadequate and agrees, in the event of a breach or threatened breach by the Company Borrower of the provisions of this Section 5these provisions, that the Buyer(s) Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares representing in such amounts of Convertible Debentures or Warrants as specified from time to time by the Buyer(s) each Investor to the Company upon conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore Preferred Shares (the "Irrevocable Transfer Agent InstructionsIRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g2(d) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 2(f2(c) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares the Conversion Shares under the ▇▇▇▇ 1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyereach Investor's obligations and agreement agreements set forth in Section 2(d) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares or the Warrant SharesSecurities. If the Buyer(s) or Warrant holder an Investor provides the Company with an opinion of counsel, reasonably satisfactory in form, form and substance generally acceptable to the Company, that registration of a resale by the Buyer(s) such Investor of any of the Conversion Shares, or the Warrant Shares Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investors by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.