Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent thx Xxxxxxx'x xxent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash xx xxxx x xxxh 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDutchess Capital Management, Esq. LLC and its managing members ("DCM"), as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Holder or its respective nominee(s), for the Conversion issuance of Shares representing such amounts of Convertible Debentures from the respective for conversions or warrants, as specified from time to time by the Buyer(s) Holder to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Conversion Date (as defined in the Convertible DebentureDebenture Agreement), and for any and all Liquidated Damages Damages, if any (as this term is defined in the Investor Debenture Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. DCM 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)Holder, which may be withheld by the Buyer(s) Holder in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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 510, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 Investor Debenture Registration Rights Agreement. Nothing in this Section 5 10 shall affect in any way the Buyer’s Holder's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Holder provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Holder of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxasion 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Securities ActAct or the date on which the Conversion Shares or the 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(g) of this Agreementthe Note or Warrants as applicable. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent and that the Conversion 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 Investor Registration Rights Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the Warrant or 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 or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable. 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 re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) public sale or transfer of any of the Conversion Shares is not required Securities may be made without registration under the Securities ActAct and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, the Commitment Shares, and the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Note) shares. 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 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 the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of xxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent txx Xxxxxxx'x xgent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a shxxx xx xxxx x 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company’s counsel, to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer --------------------------- agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and/or Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant to Preferred Stock and the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 exercise of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionWarrant. Prior to registration of the Conversion Shares under the Securities Act, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and 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 no stop transfer instructions other than stop transfer instructions to give effect to Section 2(g) 2.6 hereof (in the case of the Conversion Shares and/or Warrant Shares prior to registration of such shares the Conversion Shares and/or Warrant Shares under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser'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 Shareslaws. If Without limiting the Buyer(sforegoing, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration of a resale by or (b) Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Buyer(s) of any Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand/or Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. 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 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) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 unless the express written consent subsequent transfer agent agrees to be bound by the terms of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 not be unreasonably withheld by the Buyer(s) in its sole discretion. ), provided that the successor transfer agent has executed the irrevocable transfer agent instructions Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fxx xxxxxxx xx xaving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s 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 representing such amounts shares to be issued upon exercise of Convertible Debentures the Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Company. Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. 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 shares to be issued upon exercise of the Warrants under the Securities 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(g) hereof (in the case of the Conversion Shares shares to be issued upon exercise of the Warrants prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shares to be issued 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 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 Sharesshares to be issued upon exercise of the Warrants. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares shares to be issued upon exercise of the Warrants is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit B to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Law Offices of Eric S. Hutner & Associates as the Company’s its agent for purpose of having certificates issuedcexxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)) that may be owed pursuant to the Registration Rights Agreement. Xxxxx Xxxxxxxx, Esq. Law Offices of Eric S. Hutner & Associates shall be paid a cash fee of Fifty Dollars Five Hundxxx xxxxxxx ($50500) 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 under the Securities 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(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the xxxx xxx Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxxion 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 consent shall not be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent thx Xxxxxxx'x xxent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash shaxx xx xxxx x xash 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxxion 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every xxx xxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and as long as the registration statement relating to the Conversion Shares is effective, that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The On the Closing Date, the Company shall issue to the Irrevocable Transfer Agent Instructions (and any subsequent transfer agent) irrevocable instructions, in the form heretofore furnished to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in to issue the name of the Buyer(s) or its respective nominee(s), for Purchase Shares and the Conversion Shares representing such amounts in accordance with the terms of Convertible Debentures as specified from time to time by this Agreement (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”). All Purchase Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued in the form of a book entry credit in the Investor’s name. The Company shall not change its transfer agent without represents and warrants to 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 under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants Investor 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Conversion Shares, and that the Purchase Shares and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to any other instruments evidencing the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 Purchase Shares shall affect in not bear any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesrestrictive or other legend. If the Buyer(s) provides the Company with an opinion of counselInvestor effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Purchase Shares or any Conversion Shares is not required under the Securities ActShares, the Company shall within two permit the transfer and shall promptly instruct the Transfer Agent (2and any subsequent transfer agent) business days instruct its transfer agent to issue one or more certificates DWAC Shares, if applicable, 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 shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company a. Pro Tech shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) a Buyer or its respective nominee(s), for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Buyer to the Company Pro Tech upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages Series A Preferred Shares (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Pro Tech's 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 under the Securities 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(g4(i) hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company Pro Tech to its transfer agent and that the Series A Preferred Shares , the Conversion 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 Investor Registration Rights AgreementTransaction Documents. Nothing in this Section 5 8 shall affect in any way the such Buyer’s 's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares. If the Buyer(s) such Buyer provides the Company Pro Tech with an opinion of counsel, reasonably satisfactory in form, scope form and substance customary for opinions of counsel in comparable transactions to the effect Pro 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 Securities 1933 Act, Pro Tech shall permit the Company shall within two (2) business days 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 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.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit H to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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 other than the Irrevocable Transfer Agent Instructions referred to in this Section 58, and stop transfer instructions to give effect to Section 2(g3(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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 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) 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 the Irrevocable Transfer Agent Instructions --------------------------- irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Debentures or exercise of the Buyer(sWarrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the Securities 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(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights 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 Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope substance and substance customary for opinions of counsel in comparable transactions to the effect scope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer --------------------------- agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant Preferred Stock and the exercise of the Warrants. Such certificates shall bear a legend only in the form of the Legend and only to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructionsextent permitted by Section 5.1 above. The Company shall not change its warrants that no instruction other than such instructions referred to in this Article V, and no stop transfer agent without instructions other than stop transfer instructions (i) to give effect to Section 2.6 hereof in the express written consent case of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior Conversion Shares prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear (ii) to comply with SEC or court order and (iii) to suspend the restrictive legend specified use of the Company's then effective Registration Statement(s) in Section 2(g) the event an amendment or supplement thereto must be filed in order to make a statement therein not misleading or to correct the omission of this Agreement. The Company warrants that no instruction other than a material fact necessary in order to make the Irrevocable Transfer Agent Instructions referred to statements therein, in this Section 5light of the circumstances under which they were made, and stop transfer instructions to give effect to Section 2(g) hereof (not misleading, but, in the case of this clause (iii), only with respect to transfers under such Registration Statement and only during the Conversion Shares prior to registration pendency of such shares under a "Permitted Blackout" (as defined in the Securities Act) Registration Rights Agreement), will be ------------------ given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s a Purchaser's obligations and agreement set forth in Section 5.1 hereof to comply re-sell 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 Shareslaws. If the Buyer(sIn addition, if (a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company, to the 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 Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Buyer(s) of any Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser in order to effect such a transfer or sale. 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 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 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.loss

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand 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 representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion exchange of amounts outstanding under the Note or exercise of the Convertible Debentures, for interest owed pursuant to Warrant (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Exchange Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) SECTION 2.7 of this Agreement. Upon such registration of the Common Shares and the Warrant Shares under the 1933 Act, the Company shall promptly notify the transfer agent that any Common Shares and Warrant Shares issued pursuant to the Note or the Warrant and resold pursuant to the Registration Statement after the effective date of such Registration Statement shall be issued without such restrictive legend. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section Article 5, and stop transfer instructions to give effect to Section 2(g) SECTION 2.6 hereof (in the case of the Conversion Exchange Shares and the Warrant Shares, prior to registration of such shares the Exchange Shares and the Warrant Shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section Article 5 shall affect in any way the Buyer’s 's obligations and agreement agreements set forth in SECTION 2.7 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in a generally acceptable form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Shares is not required Securities may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Exchange Shares 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 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 Article 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section Article 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcxxxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities ActAct 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(g2(f) hereof (in the case of the Conversion 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 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 Investor Registration Rights AgreementDebentures. Nothing in this Section 5 shall affect in any way the Buyer’s each Purchaser'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 Shareslaw. If the Buyer(s) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcxxxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxcasion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures issued under this Agreement the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be unreasonably withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxJxxxx X. Xxxxxxx XX, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures the Note as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible DebenturesNote, for interest owed pursuant to the Convertible DebentureNotes, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxJxxxx X. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company’s counsel, to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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) 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 the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Note Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant to Notes or the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 exercise of the Buyer(s)Warrants, which as the case may be withheld by the Buyer(s) in its sole discretionbe. Prior to registration of the Conversion Shares under the Securities Act, all such Such certificates shall bear the restrictive a 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(g) hereof (only in the case form of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Legend and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and only to the extent provided in permitted by this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the BuyerPurchaser’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 Shareslaws. If Without limiting the Buyer(sforegoing, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of Purchaser’s Note Shares and 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 BuyerPurchaser in order to effect such a transfer or sale. 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 5.1 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) Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and order of specific performance 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 On the date of this Agreement, the Company shall issue to the Irrevocable Transfer Agent Instructions (and any subsequent transfer agent) irrevocable instructions, in the form heretofore furnished to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose , to issue the Purchase Shares, the Commitment Shares and the Warrant Shares in accordance with the terms of having certificates issuedthis Agreement and the Warrant, registered in as applicable (the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”). All Purchase Shares, Commitment Shares and Warrant Shares to be issued to or for the benefit of the Investor pursuant to this Agreement and the Warrant, as applicable, shall be issued as DWAC Shares. The Company shall not change its transfer agent without represents and warrants to 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 under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants Investor 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares, Commitment Shares and that Warrant Shares, and the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to any other instruments evidencing the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 Securities shall affect in not bear any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesrestrictive or other legend. If the Buyer(s) provides the Company with an opinion of counselInvestor effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares is not required under the Securities ActSecurities, the Company shall within two permit the transfer and shall promptly instruct the Transfer Agent (2and any subsequent transfer agent) business days instruct its transfer 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 shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Dxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (aa. Promptly following the purchase by the Buyers of the Debentures in accordance with Section 1(c) The hereof, the Company shall issue the Irrevocable Transfer Agent Instructions to will irrevocably instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. in writing to (i) reserve that number of shares of Common Stock as the Company’s agent for purpose of having certificates issued, registered in the name is equal to three hundred percent (300%) of the Buyer(snumber of shares of Common Stock issuable upon conversion of the then-outstanding Debentures (including accrued interest thereon) or its respective nominee(s)as may be required to satisfy the conversion rights of the Buyers pursuant to the terms and conditions of the Debentures, for and (ii) issue Common Stock from time to time upon conversion of the Conversion Shares representing Debentures in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Company to the Company upon conversion of the Convertible Debenturestransfer agent, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the respective Buyer or its permitted assigns and in such denominations to be specified by such Buyer in connection with each conversion of the Debentures. The Company shall provide the Placement Agent with a copy of such written instructions to the Company’s transfer agent simultaneously with the issuance of such instructions to the transfer agent. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, 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(g4(a) hereof (in the case of the Conversion Shares prior to registration and sale of such shares the Converted Shares under the Securities Act) 1933 Act will be given by the Company to its the transfer agent and that the Conversion Converted 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 Investor Registration Rights Agreement, and applicable law. 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 Conversion Sharesthe Securities. If the Buyer(s) any Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities 1933 Act, the Company shall within two (except as provided in clause (2) business days of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares, instruct its the Company’s 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 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of fxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Compxxx xx xts transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s agent for purpose itx xxxxx xxx xxxpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash xx xxxx x xxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company bx xxx Xxmpany to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand 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 representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), for interest owed pursuant subject to the Convertible Debenture, maximum number of shares provided for in Sections 2(j) and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 12 of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionCertificate of Designation. Prior to registration of the Conversion Shares under the Securities 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(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares the Conversion Shares under the Securities 1933 Act) or Sections 4 or 00 xx xxe Certificate of Designation will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer’s '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 Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope form and substance customary for opinions of counsel in comparable transactions to the effect Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares such Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion 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 the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing such amounts and the Warrant Shares issued upon conversion of the Convertible Debentures or exercise of the Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures or exercise of the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent InstructionsWarrants. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyers, which may consent shall not be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementunreasonably withheld. 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(g) hereof (in the case of the Conversion Shares or Warrant Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent agent, and that the Conversion 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 Investor 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 or Warrant 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 obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Company. Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and only to the extent permitted by Section 2(g) of this Agreement2.7 and Section 5.1 above. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and no stop transfer instructions other than stop transfer instructions to give effect to Section 2(g) 2.6 hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares thereof under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s any Purchaser'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 laws. Without limiting any other rights of Conversion Shares. If a Purchaser or obligations of the Buyer(sCompany, if (a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser in order to effect such a transfer or sale. 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 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) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s agent for purpose itx xxxxx xxx xxxxose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee bx xxxx x xxxx xee 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company xxx Xxxxany to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit C to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures Series E Preferred Stock as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Series E Preferred Stock (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Shares or exercise of the Convertible Debenture, and for any and all Liquidated Damages Warrants in accordance with the terms thereof (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Warrant Shares under the Securities 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(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights 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 Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope substance and substance customary for opinions of counsel in comparable transactions to the effect scope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to or shall instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Securities. Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such Such certificates shall bear the restrictive legend specified in Legend only to the extent provided by Section 2(g) of this Agreement5.1 above. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5the Article V, and stop transfer instructions to give effect to Section 2(g) 2.6 hereof (in the case of the Conversion Shares Securities prior to registration of such shares the Securities under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights AgreementCompany. Nothing in this Section 5 section shall affect in any way the Buyer’s each Purchaser'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 Shareslaws. If the Buyer(s(a) a Purchaser provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if neither an effective registration statement under the Securities Act nor Rule 144 is available in connection with such sale), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption form registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of a resale by the Buyer(s) of any of the Conversion Shares is not required Regulation D under the Securities Act) and which delivers to the Company in written form the same representations, warranties and covenants made by Purchaser hereunder or pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Securities, issue or promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination 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 a Purchaser by vitiating the intent and purpose purposes 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, 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 Purchaser shall be entitled, 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 the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Note or exercise of the Buyer(sWarrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the Securities 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(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights 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 Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope substance and substance customary for opinions of counsel in comparable transactions to the effect scope, that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares 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 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. (a) The Subject to the provisions of this Agreement, the Company shall issue the Irrevocable Transfer Agent Instructions to irrevocably instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Common Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Company. Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and 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 no stop transfer instructions other than stop transfer instructions to give effect to Section 2(g) 2.9 hereof (in the case of the Conversion Common Shares prior to registration of such shares thereof under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s (i) Purchaser's obligations and agreement set forth in Section 5.1 hereof to comply resell the Common Shares 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 or (ii) the Right of Conversion SharesFirst Refusal (as hereinafter defined). If Without limiting the Buyer(sforegoing, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Common Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration of a resale by the Buyer(sor (b) of any of the Conversion Purchaser transfers Common Shares is not required under the Securities Actpursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Common Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. 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 Article V will be inadequate and agrees, in the event of a breach or of threatened breach by the Company of the provisions of this Section 5Article V, 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. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fox xxxxxxx xx xxving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty xxxx xxx xx Xxenty Five Dollars ($5025) 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 under the Securities 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(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Compxxx xx xts transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) 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 effect Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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 may deliver to Purchaser the Transfer Agent Instructions, executed by the Company and the Company's transfer agent, at any time up to thirty (a30) days after the First Closing. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s), for the Conversion Shares, the Repricing Shares, and the Warrant Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 discretionBridge Notes. Prior to registration of the Conversion Shares under the Securities 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(g) 4.6 hereof (in the case of the Conversion Shares Shares, prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Bridge Notes and the Conversion 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 7.12 shall affect in any way the Buyer’s Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Bridge Notes or Conversion Shares. If the Buyer(s) Purchaser 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 effect Company, that registration of a resale by the Buyer(s) Purchaser of any of the Bridge Notes or Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyers or their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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.a

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as EXHIBIT C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fxx xxxxxxx xx xaving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) any Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Company. Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and 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 Article 5, and no stop transfer instructions other than stop transfer instructions to give effect to Section 2(g) 2.6 hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares thereof under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s Purchasers' obligations and agreement agreements 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 laws. Without limiting any other rights of Conversion Shares. If the Buyer(sPurchasers or obligations of the Company, if (a) any Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) any Purchaser transfers Securities pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. 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 Article 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section Article 5, that the Buyer(s) any 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Investor or its respective nominee(s)nominee, for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”) on or before the Closing Date. The In the event that the Company proposes to replace its transfer agent, the Company shall not change its 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 Agreement signed by the successor 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 under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementCompany. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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; (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 Investor Registration Rights as and when required by the 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 Investor as and when required by the Agreement. Nothing in this Section 5 shall affect in any way the BuyerInvestor’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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any re-sale of the Conversion Shares is not required under the Securities Act, the Company shall 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 BuyerSecurities. 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 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) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time-to-time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($5050.00) 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 under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementhereof. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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.this

Transfer Agent Instructions. On the Commencement, the Company shall cause any restrictive legend on the Commitment Shares to be removed and all of the Purchase Shares, Commitment Shares and Warrant Shares (aso long as the a registration statement is available for the resale of the Warrant Shares at the time of issuance of the respective Warrant Shares) to be issued under this Agreement shall be issued without any restrictive legend and shall be issued by the Company's transfer agent via The DTC Fast Automated Securities Transfer Program, by crediting the appropriate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer's or its designee's balance account with The DTC through The DTC DWAC system. The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. and any subsequent transfer agent, to issue Purchase Shares and Warrant Shares (so long as the Company’s agent a registration statement is available for purpose the resale of having certificates issued, registered the Warrant Shares at the time of issuance of the respective Warrant Shares) in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Purchase Shares representing such amounts of Convertible Debentures as specified from time to time by (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent with respect to the Purchase Shares and the Warrant Shares, and that the Conversion Commitment Shares, the Purchase Shares 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement Agreement subject to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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 4(f) in 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 case of the necessity of showing economic loss and without any bond or other security being requiredCommitment Shares.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the anx xxxx xxe Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent with respect to the Conversion Shares and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counselcounsel reasonable satisfactory to the Company, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent for Companx'x xxxxx xxx purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee pxxx x xxxx xxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Investor or his or its respective nominee(s)nominee, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Investor to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Shares in accordance with the Convertible Debenture, and for any and all Liquidated Damages terms thereof (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the 1933 Act (and until the Company has received the opinion of Qualifying Investor Counsel that legends may be removed prior to sale under the registration statement) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Actas of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g2(f) 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(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares the Conversion Shares under the 1933 Act (with the limitation stated above) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Act) as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Investor's obligations and agreement set forth in Section 2(f) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) an Investor provides the Company with (i) an opinion of counsel, Qualifying Investor Counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Investor provides an opinion of Qualifying Investor Counsel or other reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, and, in the case that the Securities can be sold under Rule 144 but not paragraph (k), that a sale or transfer has occurred in accordance with Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyersuch Investor. 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 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) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Series A Preferred Shares or exercise of the Convertible Debenture, and for any and all Liquidated Damages Warrants (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Series A Preferred Shares, the Conversion 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 Investor Registration Rights Agreement, or the Warrant. 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 the Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares. If the Buyer(s) 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 effect 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 Securities 1933 Act, the Company shall within two (2) business days 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 the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent agent, subject to the terms and conditions set forth in such instructions, for the purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxtered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxasion 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, EsqXxx. as the Company’s xx xxx Xxmpany's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, EsqXxx. shall be xxxxx xx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s xx xxx Xxxxxny's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid xxxxx xx xxxd 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Dxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit D to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Investor or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures or the Convertible Debenture, exercise of the Warrants and for any and all Liquidated Damages payment therefore (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Securities 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(g2(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of such shares under the Securities Act0000 Xxx) 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 Investor'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, scope and substance customary for opinions of counsel in comparable transactions to the effect 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 Securities 1933 Act, the Company shall within two (2) business days 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 or other dispositions of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedxxxxxxxxxxxx xssued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xvery 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall 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) 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 the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fxx xxxxxxx xx xaving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)) that may be owed pursuant to the Registration Rights Agreement. Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty 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 under the Securities 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(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. in the form attached hereto as Exhibit A for the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible DebenturesSecurities, for interest owed pursuant to the Convertible DebentureSecurities, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent InstructionsDamages. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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 previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case favor of the Conversion Shares prior to registration of such shares under the Securities Act) Buyer will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall 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) 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 to Continental Stock Transfer & Trust (together with any subsequent transfer agent, the “Transfer Agent”) in the form previously provided to the Company (the “Irrevocable Transfer Agent Instructions Instructions”) to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxissue certificates or credit shares to the applicable balance accounts at Depository Trust Company (“DTC”), Esq. as the Company’s agent for purpose of having certificates issuedapplicable, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing Securities in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon delivery of the Preferred Shares, conversion of the Convertible DebenturesPreferred Shares, for interest owed or issuance pursuant to the Convertible Debenture, and for any and all Liquidated Damages Certificate of Designations (as this term is defined in the Investor Registration Rights Agreementcase may be). Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act5(b) will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Conversion 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 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 SharesCompany. If the Buyer(s) provides the Company with an opinion of counsela Buyer effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares is not required under the Securities ActSecurities, the Company shall within two (2) business days permit the transfer and shall promptly instruct its transfer agent the 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 the Buyersuch Buyer 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 herebyeach 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) each 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 to the extent required or requested by the Transfer Agent. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preference Shares or exercise of the Convertible Debenture, and for any and all Liquidated Damages Warrants in accordance with the terms thereof (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Warrant Shares under the Securities Act1933 Act or the date on which the Conversion Shares or 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(c) 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(g5(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) 1933 Act or the date on which the Conversion Shares or 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), will be given by the Company to its transfer agent and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 5(c) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with (i) an opinion of counsel, in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by under the Buyer(s1933 Act and such sale or transfer is effected or (ii) of any the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates certificates, free from any restrictive legend, 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Notes and the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 conversion or exercise of the Buyer(s)Warrants, which may be withheld by the Buyer(s) except as provided in its sole discretionSection 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities 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(g) 3.7 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares 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 Investor Registration Rights Agreement. Nothing in this Section 5 6.11 shall affect in any way the Buyer’s Purchaser'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) Purchaser 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 effect Company, that registration of a resale by the Buyer(s) Purchaser of any of the Convertible Notes, the Conversion Shares or the Warrant Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(sBuyers) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyers or their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall 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 BuyerBuyers. 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, EsqXxx. as the Company’s xx xxx Xxmpany's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, EsqXxx. shall be xxxxx xx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably acceptable to the Company to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall shall, within two (2) business days from receipt of such opinion, 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act he acts pursuant to the Irrevocable Transfer Agent Instructions. Xxxxx Xxxxxxxx, Esq. shall notify the Company of any such action simultaneously with the delivery to the transfer agent of instructions relating to such action. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may shall not be unreasonably withheld provided that the new transfer agent agrees to be bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Warrant Shares representing such amounts issued upon exercise of Convertible Debentures the Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion exercise of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent InstructionsWarrants. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyers, which may be withheld by the Buyer(s) Buyers in its their sole discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Warrant Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent agent, and that the Conversion 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 Investor 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 Warrant 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 6 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Warrant Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue warrants that, with respect to the Irrevocable Transfer Agent Instructions Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing Debentures in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Company to the Company upon conversion of the Convertible Debenturestransfer agent, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities Act, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) 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(g) hereof (in the case of the Conversion Shares Agreement prior to registration of such shares the Shares under the Securities 1933 Act) will , registered in the name of the Lender or its nominee and in such denominations to be given specified by the Company to its transfer agent and that Lender in connection with each conversion of the Conversion Debentures. Except as so provided, the 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 Lender's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Securities. If the Buyer(s) Lender provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a resale by the Buyer(s) Lender of any of the Conversion Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities 1933 Act, the Company shall within two (except as provided in clause (2) business days of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm 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, the Company will permit the Lender to exercise its right to convert the Debentures in the manner contemplated by the Debentures and to exercise the Warrants in the manner contemplated by the Warrants. The Company understands that a delay in the Buyer(sissuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debentures) shall be entitled, 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 and without any bond or other security being required.to the Lender. As compensation to the Lender for such loss, the Company agrees to pay late payments to the Lender for late issuance of Shares upon Conversion in accordance with the following schedule (where “No. Business Days Late” refers to the number of business days which is beyond two (2) business days after the Delivery Date):(1) -------------------------------------

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fox xxxxxxx xx xxving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty xxxx xxx xx Xxfty 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Compxxx xx xts transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxsion 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing such amounts issued upon conversion of the Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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)Buyers, which may be withheld by the Buyer(s) Buyers in its their sole discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent agent, and that the Conversion 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 Investor 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 obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedisxxxx, registered xxxxxxxxxd in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion fox xxxxx xxxxxxxn 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion xxx Xxxxersion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, irrevocably appointing Xxxxx XxxxxxxxDutchess Capital Management, Esq. LLC and its managing members ("DCM"), as the Company’s 's agent for the purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s)Holder, for the Conversion Shares representing such amounts of Convertible Debentures conversions or warrants, as specified from time to time by the Buyer(s) Holder to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Conversion Date (as defined in the Convertible DebentureDebenture Agreement), and for any and all Liquidated Damages Damages, if any (as this term is defined in the Investor Debenture Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. DCM 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)Holder, which may be withheld by the Buyer(s) Holder in its sole discretion. Prior to registration of the Conversion Shares under the Securities 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 510, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 Investor Debenture Registration Rights Agreement. Nothing in this Section 5 10 shall affect in any way the Buyer’s Holder's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Holder provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Holder of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedcertificatex xxxxxx, registered xxxxxxered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxsion 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the xxxx xxe Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Bxxxxx Xxxxxxxx LLP as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Bxxxxx Xxxxxxxx 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) or its respective nominee(s)Buyer, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Stock (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementherein. 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(g) hereof 2 herein (in the case of the Conversion Shares Shares, prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent transfex xxxxx and that the Preferred Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and or the Investor Registration Rights Agreement. 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 the Preferred Stock or the Conversion Shares. If the Buyer(s) 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 effect Company, that registration of a resale by the Buyer(s) Buyer of any of the Preferred Stock or the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion 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 the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent for purpose its xxxxx xxx xxxpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time-to-time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxHighgate House Funds, Esq. Ltd. shall be paid a cash fee of Fifty Dollars ($5050.00) 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 under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementhereof. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company xxx Xxxxany to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 unless the express written consent of the Buyer(s), which may subsequent transfer agent agrees to be withheld bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. 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 Debentures or exercise of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionWarrants. Prior to registration of the Conversion Shares and Warrant Shares under the Securities ActAct 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(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) , will be given by the Company to its transfer agent with respect to the Conversion Shares or the Warrant Shares and that the Conversion 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 Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws upon resale of Conversion Sharesprospectus delivery requirements, if any. If the Buyer(s) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions reasonably satisfactory to the Company (the cost of counsel in comparable transactions which shall be borne by the Purchaser), to the effect that registration of a resale by the Buyer(s) of any Securities to be sold or transferred 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 is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxXxxxxx & Xxxxxx, Esq. LLP as the Company’s 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 representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxXxxxxx & Jaclin, Esq. 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 under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion 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 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant Preferred Stock and the exercise of the Warrants. Such certificates shall bear a legend only in the form of the Legend and only to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructionsextent permitted by Section 5.1 above. The Company shall not change its agrees that no instruction other than such instructions referred to in this Article V or otherwise contemplated by this Agreement, and no stop transfer agent without instructions other than stop transfer instructions to give effect to Section 2.6 and Section 2.7 hereof in the express written consent case of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior Conversion Shares prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that with respect to the Preferred Stock, the Warrants, the Conversion Shares shall otherwise be freely transferable on or the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights AgreementWarrant Shares. Nothing in this Section 5 shall affect in any way the Buyer’s a Purchaser'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 Shareslaws. If Without limiting the Buyer(sforegoing, but subject to Section 5.1 above, if (a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion 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 Purchaser in order to effect such a transfer or sale. 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 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 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s xxx Xxxxxxx'x agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash xx xxxx x xxxh fee of Fifty Dollars ($50) for every occasion they act he acts pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole and reasonable discretion. Prior to registration of the Conversion Shares under the Securities 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent in respect thereof and that the Conversion 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, in each instance subject to applicable securities laws. 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. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall 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) 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.