Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly The Company agrees that at such time as the Legend is no longer required under Section 5.1, it will, no later than three (3) Business Days following the delivery by a Purchaser to the Buyer Company or the Company's transfer agent of the aggregate purchase price for the Debenture in accordance a certificate representing Securities issued with Section 1(c) hereofa restrictive legend (such date, the Company will irrevocably instruct its transfer agent "Legend Removal Date"), deliver or cause to issue Common Stock be delivered to such Purchaser a certificate representing such Securities that is free from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the all restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Actand other legends, registered in the name of the Buyer each Purchaser or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturefor the Securities. The Company warrants covenants that no instruction other than such instructions referred to in this Section 5 ARTICLE V, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 2.6 hereof, will be given by the Company to the its transfer agent agent, and that the 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 applicable lawCompany. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 5.1 hereof to comply resell the Securities in compliance with all applicable securities laws upon resale laws. If, in connection with the transfer of the Securities. If the Buyer , (a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company that registration and its counsel (the reasonable cost of a resale which shall be borne by the Buyer of any Company if, within six months after the date of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required Closing, neither an effective registration statement under the Securities ActAct or Rule 144 is available in connection with such transfer), to the effect that the Securities to be transferred may be transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D) and which delivers to the Company in written form the same representations, warranties and covenants made by the Purchasers hereunder or pursuant to Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations denomination as specified by the Buyer. (i) such Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise 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 right to convert its Debenture by telecopying an executed obligations under this ARTICLE V will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this ARTICLE V, that a Purchaser shall be entitled, in addition to all other available remedies to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss or special damages and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following On the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofClosing Date, the Company will irrevocably instruct its transfer agent shall issue irrevocable instructions to the Transfer Agent, in a form reasonably satisfactory to the Buyers, to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered a certificate in the name of each Buyer for the Purchased Shares being purchased by such Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturehereunder (the "Irrevocable Transfer Agent Instructions"). The Company warrants to the Buyers that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the Transfer Agent with respect to the Purchased Shares (other than stop transfer agent orders enforcing the restrictions on transfer set forth in the restrictive legend set forth below) and that the Purchased Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, . The certificates issued in the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale names of the SecuritiesBuyers representing the Purchased Shares shall not bear any restrictive legend except for the following: THE SECURITIES EVIDENCED HEREBY WERE ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS, PARTICULARLY INCLUDING SECTION 10-5-9(13) OF THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause SAID SECURITIES CANNOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS MADE: (1)(B1) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) of Section 4(a) of this Agreement) permit the transfer of the Securities andIN A TRANSACTION WHICH IS EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS, in the case of the Shares, promptly instruct 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 BuyerOR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH LAWS. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably shall instruct its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Purchaser or its nominee, for the Debenture Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the transfer agentConversion Shares under the Securities Act or resale of such Securities under Rule 144, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof in the case of the Conversion Shares prior to registration and sale of the Conversion Shares under the Securities Act Act, will be given by the Company to the its transfer agent and that the 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, Agreement and applicable lawthe Debentures. Nothing in this Section shall affect in any way the Buyereach 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 the Securitieslaw. If the Buyer a Purchaser provides the Company with an opinion of counsel, which opinion of counsel reasonably satisfactory shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following Within two (2) Business Days from the delivery approval of the issuance of the shares hereunder by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofPrincipal Market, the Company will irrevocably instruct shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit D attached hereto with respect to the issuance of the Initial Purchase Shares and the Commitment Shares. On the Commencement Date, the Company shall cause any restrictive legend on the Initial Purchase Shares and the Commitment Shares to be removed upon surrender of the originally issued certificate(s) for such shares. So long as the Buyer complies with its obligations in Section 4(g), all of the additional Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent agent, to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturefor the Purchase Shares (the “Irrevocable Transfer Agent Instructions”). The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares and that the Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(e) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Commitment Shares and the Initial Purchase Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue instructions to its transfer agent and any subsequent transfer agent, to issue Common Stock from time certificates or credit shares to time upon conversion the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Debenture Shares in such amounts as specified from time to time by the Company such Buyer to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior Company. Prior to registration of the Shares under the Securities 1933 Act, registered all such certificates shall bear the restrictive legend specified in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureSection 2(g). The Company warrants that no instruction other than such the transfer agent instructions referred to in this Section 5 6 and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Shares prior to registration and sale of the Shares thereof under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurance that the Securities Actcan be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend Share Certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Buyer. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the Buyers by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section 6 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 6, that each Buyer shall be entitled, in addition to all other available remedies, to an injunctive order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable --------------------------- instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act 1933 Act), will be given by the Company to the 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the names of the Debenture in Purchasers or their nominees, for the Common Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Common Shares under the Securities Act or the date on which such amounts as specified from time shares may be sold pursuant to time by the Company to the transfer agentRule 144(k) (or any successor rule), bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(aSections 2(f) and 2(g) hereof (prior to registration and sale of the Common Shares under the Securities Act or the date on which the Common Shares may be sold pursuant to Rule 144(k) (or any successor rule)), will be given by the Company to the its transfer agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in provided, and subject to the terms and conditions of, this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesCommon Shares. If the Buyer a Purchaser provides the Company with (i) an opinion of counsel, in form, substance and scope customary for opinions in comparable transactions and given by counsel reasonably satisfactory acceptable to the Company Company, to the effect that a public sale or transfer of such Common Shares may be made without registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities ActAct and such sale or transfer is effected or (ii) the Purchaser provides reasonable assurances that the Common Shares can be sold pursuant to Rule 144 and such sale is effected, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities andtransfer, in the case of the Shares, and promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend certificates, free from any restrictive legend, in such name and in such denominations as specified by the BuyerPurchaser. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably counsel, in a form reasonable satisfactory to the Company Company, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Buyer of the aggregate purchase price Company's agent for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct purpose instructing its transfer agent to issue Common Stock from time certificates or credit shares to time the applicable balance accounts at The Depository Trust Company ("DTC"), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares issued upon conversion of the Debenture in such amounts or exercise of the Warrants as specified from time to time by each Buyer to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration upon conversion of the Shares under the Securities Act, registered in the name Debenture or exercise of the Buyer or Warrants. The Company shall not change its nominee and transfer agent without the express written consent of the Buyers, which may be withheld by the Buyers in such denominations to be specified by Buyer in connection with each conversion of its Debenturetheir sole discretion. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 7 will be given by the Company to the its transfer agent agent, and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 4(f), the Registration Rights AgreementCompany 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, and applicable lawtransfer 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 Company shall instruct the transfer agent to issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 7 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and7 will be inadequate and agrees, in the case event of a breach or threatened breach by the Company of the Sharesprovisions of this Section 7, promptly instruct that the Company's transfer agent Buyer shall be entitled, in addition to issue one 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 more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyerother security being required. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue --------------------------- irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Debentures. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. b. Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon the conversion of any Debenture by a person who is a non-U.S. Person, and following the expiration of any applicable Restricted Period, the Company, shall, at its expense, take all necessary action (iincluding the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 4, however, shall affect in any way Buyer's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. c. The Company will permit the Buyer to exercise its right to convert its Debenture the Debentures by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of ConversionConversion and the Debentures representing the Shares to the Company by express courier, with a copy to the transfer agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares issuable upon conversion of any Debenture (together with the original DebentureDebentures representing the Shares not so converted) to the Buyer via express courier, by express courierelectronic transfer or otherwise, within three business days after receipt by the Company of the original Notice of Conversion and the Debenture representing the Shares to be converted (the "Delivery Date"). d. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from Delivery Date: Late Payment For Each $10,000 of Debenture No. Business Days Late Principal Amount Being Converted 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 [Greater than] 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior and any subsequent transfer agent, to registration of the Shares under the Securities Actissue certificates, registered in the name of the Buyer or its nominee and in such denominations respective nominee(s), for the Conversion Shares from time to be specified by Buyer in connection with each time upon conversion of its Debenturea Debenture (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company warrants to the Buyer that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the its transfer agent with respect to the Securities and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable lawAgreement subject to the provisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this the Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) or Notice of Exercise to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the original Debenture, by Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a)(i) hereof, it will give the Company will irrevocably instruct its transfer agent Transfer Agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Debenture Note, as may be applicable from time to time, in such amounts as specified from time to time by the Company to the transfer agentTransfer Agent, bearing the restrictive legend specified in Section 4(b4(a)(ii) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each conversion of its Debenturetherewith. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Documents. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a4(a)(i) of this Agreement is not required under the Securities Act1933 Act or upon request from a Holder while the Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a4(a)(i) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares, as may be applicable, use its best efforts to cause the Transfer Agent to promptly electronically transmit to the Holder via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program such Conversion Shares. The Company specifically represents that, as of the date hereof and as of the Closing Date, (i) the Company’s Transfer Agent is (a) participating in the DTC program, (b) is DWAC eligible, and (ii) the Company is not aware of any plans of the Transfer Agent to terminate such DTC participation or DWAC eligibility. While any Holder holds Securities, the Company shall at all times maintain a transfer agent which participates in the DTC program and is DWAC eligible, and the Company will not appoint any transfer agent which does not both participate in the DTC program and maintain DWAC eligibility. Nevertheless, in the event the Transfer Agent is not participating in the DTC/DWAC program or the Conversion Shares are not otherwise transferable via the DTC/DWAC program, then the Company shall instruct the Company's transfer agent 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. In the event the Company’s transfer agent is not DWAC eligible on any Conversion Date, and consequently the Company issues Conversion Shares pursuant to the Conversion Notice in certificated rather than electronic form, then in such event if the closing bid price of the Common Stock on the Principal Trading Market is lower on the date of delivery of the certificates to the Buyer than on the Conversion Date, such difference in the closing bid prices, multiplied by the number of Conversion Shares shall be added to the principal balance of the Note. b. The Company shall assume any fees or charges of the Transfer Agent or Company Counsel regarding (i) the removal of a legend or stop transfer instructions with respect to Securities, and (ii) the issuance of certificates or DTC registration to or in the name of the Holder or the Holder’s designee or to a transferee as contemplated by an effective Registration Statement. Notwithstanding the foregoing, it shall be the Holder’s responsibility to obtain all needed formal requirements (specifically: medallion guarantee and prospectus delivery compliance) in connection with any electronic issuance of shares of Common Stock. c. The Company will permit Buyer Holder of the Note shall be entitled to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) conversion privilege with respect to the Note, as the case may be, notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company and delivering within three (3) business days thereafteris a debtor under the Bankruptcy Code, the original Notice Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of Conversionsuch holder’s exercise privilege. The Company hereby waives, together with to the original Debenturefullest extent permitted, by express courierany rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note. The Company agrees, without cost or expense to such Holder, to take or to consent to any and all action necessary to effectuate relief under 11 U.S.C. §362.

Transfer Agent Instructions. a. Promptly following the delivery purchase by the Buyer Buyers of the aggregate purchase price for the Debenture Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the respective Buyer or its nominee permitted assigns and in such denominations to be specified by such Buyer in connection with each conversion of its Debenturethe Debentures. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Converted Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Converted Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's Buyers’ obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the any Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares, promptly instruct the Company's ’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. (i) The Company will permit Buyer the Buyers to exercise its right their rights to convert its Debenture the Debentures by telecopying or delivering an executed and completed Notice of Conversion to the Company. The Company will within two (2) Business Days respond with its endorsement so as defined to confirm the outstanding principal amount of any Debenture submitted for conversion or shall reconcile any difference with the Buyer promptly after receiving such Notice of Conversion. (ii) The term “Conversion Date” means, with respect to any conversion elected by the holder of the Debentures, the date specified in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together provided the copy of the Notice of Conversion is given either via mail or facsimile to or otherwise delivered to the Company in accordance with the original Debenture, provisions hereof so that it is received by express courierthe Company on or before such specified date.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions referred to in this Section 5 the Irrevocable Transfer Agent Instructions and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in form and substance generally acceptable to the Company Company, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of amounts outstanding under the Debenture or exercise of the Warrant (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) SECTION 2.7 of this Agreement prior to Agreement. Upon such registration of the Common Shares and the Warrant Shares under the Securities 1933 Act, registered in the name Company shall promptly notify the transfer agent that any Common Shares and Warrant Shares issued and subject to resale pursuant to the Registration Statement after the effective date of the Buyer or its nominee and in such denominations to Registration Statement shall be specified by Buyer in connection with each conversion of its Debentureissued without such restrictive legend. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 Article 5, and stop transfer instructions to give effect to Section 4(a) SECTION 2.6 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section Article 5 shall affect in any way the Buyer'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 the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its 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. (i) Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Article 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Article 5, that the Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery purchase by the Buyer Buyers of the aggregate purchase price for the Debenture Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the respective Buyer or its nominee permitted assigns and in such denominations to be specified by such Buyer in connection with each conversion of its Debenturethe Debentures. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the any Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares or the Warrant Shares, as the case may be, promptly instruct 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. (i) The Company will permit Buyer the Buyers to exercise its right their rights to convert its Debenture the Debentures by telecopying or delivering an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering delivering, within three five (35) business days thereafter, the original Notice of Conversion, together with Debentures being converted to the original Debenture, Company by express courier, with a copy to the transfer agent.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) such Buyer and, if such opinion provides that such legends can be removed, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with showing economic loss and without any bond or other security being required. Each of the original Debenture, by express courierBuyers acknowledge that the Company's transfer agent is not a participant in the electronic book entry transfer program and that such Buyer may not instruct the transfer agent to make electronic book entry transfers unless the Company gives the Buyers notice that its transfer agent is a participant in that program.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants (in the form attached hereto as Exhibit E, the "Irrevocable Transfer Agent --------- Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent with respect to the Securities and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably counsel, in a form reasonable satisfactory to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act or such Buyer provides the Company with reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price Purchase Price for the each Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its the Debenture. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company and its transfer agent that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its the Debenture and/or exercise the Warrant, as the case may be,by telecopying an executed and completed Notice of Conversion (or Exercice Notice, as defined the case may be, in the Debenture) respective forms attached to the Form of Debenture attached hereto as ANNEX I and Form of Warrant attached hereto as Annex V, to the Company and delivering within three (3) business days thereafter, the original Notice of ConversionConversion and the Debenture representing the Shares, or the original Exercise Notice and Warrant, to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion or Exercise Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date or exercise date.. The Company will transmit, or cause to be transmitted, the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing any principal amount not so converted) or exercise of the Warrant (together with a replacement Warrant representing any portion not exercised) to the Buyer via express courier, by electronic transfer or otherwise, within three (3) business days after receipt by the Company or its transfer agent of the original DebentureNotice of Conversion and the Debenture representing the Shares to be converted or the original Exercise Notice and Warrant (the "DELIVERY DATE"). d. In lieu of delivering physical certificate representing the Common Stock issuable upon conversion of a Debenture or exercise of a Warrant, provided the company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Aautomated Securities Transfer program, upon request of the Buyer and its compliance with the provisions contained in this paragraph, so long as the certificates do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common stock issuable upon conversion or exercise to the Buyer by express couriercrediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following On the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofCommencement, the Company will irrevocably instruct its shall cause any restrictive legend on the Commitment Shares to be removed and all of the Purchase Shares, Commitment Shares and Warrant Shares (so 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 to issue via The DTC Fast Automated Securities Transfer Program, by crediting the appropriate number of shares of Common Stock from time to time upon conversion of which the Debenture in such amounts as specified from time to time by the Company 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 irrevocable instructions to its transfer agent, bearing and any subsequent transfer agent, to issue Purchase Shares and Warrant Shares (so long as the restrictive legend specified in Section 4(b) of this Agreement prior to a registration statement is available for the resale of the Warrant Shares under at the Securities Act, registered time of issuance of the respective Warrant Shares) in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturerespective nominee(s), for the Purchase Shares (the "Irrevocable Transfer Agent Instructions"). The Company warrants to the Buyer that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the its transfer agent with respect to the Purchase Shares and the Warrant Shares, and that the 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory Agreement subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(f) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Commitment Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit J (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue Common Stock from time to time upon conversion certificates registered in the name of each Buyer or its respective nominee(s), for the Debenture Shares in such amounts as specified from time to time by the Company each Buyer to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior Company. Prior to registration of the Shares under the Securities 1933 Act, registered all such certificates shall bear the first restrictive legend specified in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureSection 2(g). The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Shares, prior to registration and sale of the Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be made without registration under the 1933 Act and applicable state securities laws or Canadian Securities ActLaws or the Buyer provides the Company with reasonable assurance that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, and promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the Buyers by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following Immediately upon the delivery by the Buyer execution of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofthis Agreement, the Company will irrevocably instruct its transfer agent shall deliver to issue the Transfer Agent a letter in the form as set forth as EXHIBIT E attached hereto with respect to the issuance of the Initial Commitment Shares, Initial Purchase Shares and Singing Shares. On the Commencement Date, the Company shall cause any restrictive legend on the Initial Commitment Shares and the shares of Common Stock from time issuable to time the Buyer upon conversion signing that certain Term Sheet between the Buyer and the Company and dated as of May 14, 2004 (the "Signing Shares") and Initial Purchase Shares to be removed and all of the Debenture in such amounts as specified from time Purchase Shares and Additional Commitment Shares, to time by the be issued under this Agreement shall be issued without any restrictive legend. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the issue Purchase Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturefor the Purchase Shares (the "Irrevocable Transfer Agent Instructions"). The Company warrants to the Buyer that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares and that the Commitment Shares Signing Shares and Warrant Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory Agreement subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(f) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Commitment Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofFor each Closing, the Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Buyer to the Company upon conversion or exercise of the Preferred Shares and the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions") and shall exercise best efforts following each Closing Date to obtain the written acknowledgement of such transfer agent, bearing the restrictive legend specified in Section 4(b) agent of this Agreement prior receipt of such instructions. Prior to registration of the conversion Shares and Warrant Shares under the Securities 1933 Act, registered all such certificates shall bear the restrictive legend as and when specified in the name Section 2(g) of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturethis Agreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration and sale of the Conversion Shares or Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions of counsel in comparable transactions, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act or (ii) the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company reasonable assurances that registration of a resale by the Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be sold under the Securities ActRule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend certificates, free from any restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer. (i) The , 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 permit Buyer to exercise its right to convert its Debenture by telecopying an executed be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer Prior to registration of the aggregate purchase price for Conversion Shares under the Debenture in accordance with Section 1(c) hereof, Securities Act or the Company will irrevocably instruct its transfer agent date on which the Conversion Shares may be sold pursuant to issue Common Stock from time to time upon conversion of the Debenture in such amounts Rule 144 without any restriction as specified from time to time by the Company to the transfer agentnumber of Securities as of a particular date that can then be immediately sold, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureNote. The Company warrants that that: (i) no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent its Transfer Agent and that the 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 Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note as and when required by the Note 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 as contemplated by the terms of this Agreement, the Registration Rights Agreement, and applicable lawNote. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of the Securities. If the Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel reasonably satisfactory in form, substance and scope customary for opinions in comparable transactions, to the Company effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent its Transfer Agent to issue one or more certificates for Common Stock without legend certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section may be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit E to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Buyer Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the aggregate purchase price for events described in clauses (i) and (ii) of this sentence), as directed by the Debenture in accordance with Section 1(cInvestor, issue and deliver (or cause to be issued and delivered) hereofto the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company will irrevocably instruct its shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts Company, as specified may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, bearing (i) irrevocable instructions in the restrictive legend specified form substantially similar to those used by the Investor in Section 4(bsubstantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares, and the Purchase Shares in accordance with the terms of this Agreement prior and the Registration Rights Agreement. All Purchase Shares to registration be issued from and after Commencement to or for the benefit of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations Investor pursuant to this Agreement shall be specified by Buyer in connection with each conversion of its Debentureissued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a6(b) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent Transfer Agent with respect to the Commitment Shares or the Purchase Shares from and that after Commencement, and the Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement, the Registration Rights Agreement, and applicable law. Nothing in provisions of this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale 6(b) within five (5) Business Days of the Securities. If Investor providing the Buyer provides the Company with an opinion of counsel reasonably satisfactory deliveries referred to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Actabove, the Company shall (except as provided in clause (2) shall, at the Investor’s written instruction, purchase such shares of Section 4(a) of this Agreement) permit Common Stock containing the transfer Restrictive Legend from the Investor at the greater of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice Purchase Price or Accelerated Purchase Price paid for such shares of Conversion Common Stock (as defined in applicable) and (ii) the Debenture) to Closing Sale Price of the Company and delivering within three (3) business days thereafter, Common Stock on the original Notice date of Conversion, together with the original Debenture, by express courierInvestor’s written instruction.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable --------------------------- instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in form and substance which is generally acceptable, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory (which counsel and the form, substance and scope of such opinion shall be acceptable to the Company in its reasonable judgment), that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of ConversionConversion and the Preferred Stock representing the Shares to the Company by express courier, with a copy to the transfer agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares issuable upon conversion of any shares of Preferred Stock (together with the original Debenturecertificates representing the Preferred Stock not so converted) to the Buyer via express courier, by express courierelectronic transfer or otherwise, within three business days after receipt by the Company of the original Notice of Conversion and the certificate representing the Preferred Stock to be converted (the "Delivery Date").

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Debenture Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Debentures or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement agreements set forth in Sections 2(f), 2(g) and 4(m) hereof to comply with Rule 144 and all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesSecurities and the trading restrictions applicable to the Buyer. If the Buyer provides the Company with (i) an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act or (ii) reasonable assurances that the Securities Actcan be sold pursuant to Rule 144 under the 1933 Act (or a successor rule thereto) without any restriction as to the number of Securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, it will give the Company will irrevocably instruct its transfer agent Transfer Agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Debenture Notes or, the exercise of the Warrants, as may be applicable from time to time, in such amounts as specified from time to time by the Company to the transfer agentTransfer Agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each conversion of its Debenturetherewith. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act1933 Act or upon request from a Holder while the Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares or the Warrant Shares, as may be applicable, promptly instruct the Company's transfer agent 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice understands that a delay in the delivery of Conversion Certificates, whether on conversion of the Note and/or in payment of accrued interest or on exercise of the Warrants, beyond the relevant Delivery Date (as defined in the DebentureNote or Warrant, as the case may be) could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies at law, the Company agrees to pay late payments to the Holder for late issuance of the Conversion Certificates in accordance with the following schedule (where "No. Business Days Late" is defined as the number of Trading Days beyond four (4) Trading Days after the Delivery Date):(3) Late Payment For Each $10,000 of Principal or Interest Being Converted or No. Business Days Late of Exercise Price of Warrant Being Exercised ---------------------- -------------------------------------------- 1 $ 100 2 $ 200 3 $ 300 4 $ 400 5 $ 500 6 $ 600 7 $ 700 8 $ 800 9 $ 900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Holder's right to pursue actual damages for the Company's failure to issue and deliver the Conversion Certificates to the Holder within a reasonable time. Furthermore, in addition to any other remedies which may be available to a Holder, in the event that the Company fails for any reason to effect delivery of such Conversion Certificates within two (2) Trading Days after the Delivery Date, the Converting Holder will be entitled to revoke the relevant Notice of Conversion or Notice of Exercise by delivering a notice to such effect to the Company prior to the Converting Holder's receipt of the relevant Conversion Certificates, whereupon the Company and delivering within three (3) business days thereafter, the original Converting Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of ConversionConversion or Notice of Exercise, together with as the original Debenturecase may be; PROVIDED, HOWEVER, that any payments contemplated by express courierthis Section 5(b) of this Agreement which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Warrant or conversion of the Debenture Note , if applicable, in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each exercise of the Warrant or conversion of its Debenturethe Note , if applicable,. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct 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. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice understands that a delay in the issuance of Conversion the Shares of Common Stock beyond the Delivery Date (as defined in the DebentureWarrant) could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised -------------------------------------------------------------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(e)) for such delay. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and delivering within three the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (3ii) If, by the close of business days thereafteron the fifth Trading Day after the Delivery Date, the original Notice Company fails for any reason to deliver the Shares to be issued upon exercise of Conversionthe Warrant and after such fifth Trading Day, together with the original DebentureHolder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by express courier.the Exercising Holder (the "Sold Shares"), which delivery such Exercising Holder anticipated to make using the Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall have the right, in addition --------------------

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price Purchase Price for the each Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its the Debenture. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company and its transfer agent that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its the Debenture by telecopying an executed and completed Notice of Conversion (as defined Conversion, in the Debenture) form attached to the Form of Debenture attached hereto as ANNEX I, to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion and the Debenture representing the Shares to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing the any principal amount not so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three business days after receipt by the transfer agent of the original DebentureNotice of Conversion and the Debenture representing the Shares to be converted (the "Delivery Date"). d. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from Delivery Date: Late Payment For Each $10,000 of Debenture No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $ 100 2 $ 200 3 $ 300 4 $ 400 5 $ 500 6 $ 600 7 $ 700 8 $ 800 9 $ 900 10 $1,000 >10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by express courierdelivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Warrant or conversion of the Debenture Note , if applicable, in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each exercise of the Warrant or conversion of its Debenturethe Note , if applicable,. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct 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. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice understands that a delay in the issuance of Conversion the Shares of Common Stock beyond the Delivery Date (as defined in the DebentureWarrant) could result in economic loss to the Company and delivering within three (3) business days thereafterBuyer. As compensation to the Buyer for such loss, the original Notice Company agrees to pay late payments to the Buyer for late issuance of Conversion, together Shares upon exercise in accordance with the original Debenture, by express courier.following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date):(2)

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agents, and any subsequent transfer agent, to issue certificates or credit shares to the delivery by applicable balance accounts at the Depositary Trust Company (“DTC”), registered in the name of each Placement Agent and each Buyer of the aggregate purchase price or their respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by a Placement Agent or a Buyer to the Company upon conversion of the Series B Preferred or exercise of the Warrants, as applicable and in accordance with their respective terms (the “Irrevocable Transfer Agent Instructions”), substantially in the form attached hereto as Exhibit F. Prior to transfer or sale pursuant to a registration statement or Rule 144 under the transfer agentSecurities Act of the Conversion Shares and the Warrant Shares, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company represents and warrants that no instruction other than such instructions inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the its transfer agent and that the 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 Warrants and the Registration Rights Agreement, and applicable except as may be required by law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, in form reasonably satisfactory acceptable to the Company Company, to the effect that a public sale, assignment or transfer of Securities has been made without registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities ActAct or that the Securities can be sold pursuant to Rule 144(k), the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by the Buyer. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) 2.7 of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 Article VI and stop transfer instructions to give effect to Section 4(a) 2.6 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2.7 hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Article VI will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Shares in accordance with Section 1(c) hereof, and prior to the Closing Date, the Company will irrevocably instruct its transfer agent for the Common Stock (the "Transfer Agent") to issue certificates for the Common Stock Shares from time to time (i) upon conversion of the Debenture Preferred Shares in such amounts as specified from time to time by the Company to the transfer agentTransfer Agent in the Notices of Conversion surrendered in connection with such conversions and referred to in Section 5(b) of this Agreement, bearing and (2) upon exercise of the Warrants in such amounts as specified from time to time to the Transfer Agent in the Form of Subscription to be attached to the Warrants and surrendered in connection with such exercises, in each case such certificates to bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Common Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its DebenturePreferred Shares or exercise of Warrants, as the case may be. The Company warrants that no instruction other than (x) such instructions referred to in this Section 5 and 5, (y) stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Common Shares under the Securities 1933 Act and (z) the instructions required by Section 3(m) of the Registration Rights Agreement will be given by the Company to the transfer agent Transfer Agent and that the Common Shares 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 applicable law. Nothing in this Section 5(a) shall affect limit in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the such Securities and, in the case of the Common Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.,

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and upon payment by the Company of dividends on the Preferred Shares in Dividend Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Dividend Shares, prior to registration and sale of the Conversion Shares and the Dividend Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Dividend Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions in the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct form attached hereto as Exhibit C to its transfer agent to issue Common Stock from time to time upon conversion irrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as its agent for purpose of having certificates issued, registered in the name of the Debenture in Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Series E Preferred Stock as specified from time to time by the Company Buyer(s) to the Company upon conversion of the Series E Preferred Stock (the "Irrevocable Transfer Agent Instructions"). Yorkville Advisors Management, 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 agentagent without the express written consent of the Buyer(s), bearing which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(g) hereof (in the case of the Conversion Shares prior to registration and sale of the Shares such shares under the Securities Act 1▇▇▇ ▇▇▇) will be given by the Company to the 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, Agreement and the Investor Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and5 will be inadequate and agrees, in the case event of a breach or threatened breach by the Company of the Sharesprovisions of this Section 5, promptly instruct that the Company's transfer agent Buyer(s) shall be entitled, in addition to issue one 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 more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyerother security being required. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer Pursuant to Paragraph 2(iii) and Section 4 of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofthis Agreement, the Company will irrevocably instruct Sigma Designs shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer, for the Debenture Shares in such amounts as specified from time to time by the Company Buyers to Sigma Designs upon conversion of the transfer agent, bearing Preferred Stock or exercise of the restrictive legend specified in Section 4(b) of this Agreement prior Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Shares under the Securities Act, registered all such certificates shall bear the restrictive legend specified in the name Section 4 of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturethis Agreement. The Company Sigma Designs warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 Paragraph, and stop transfer instructions to give effect to Section 4(a) 4 hereof (in this case of the Shares, prior to registration and sale of the Shares such shares under the Securities Act Act) will be given by the Company Sigma Designs to the its transfer agent and that the Preferred Stock, the Warrants, and the Shares shall otherwise be freely transferable on the books and records of the Company Sigma Designs as and to the extent provided in this Agreement, the Registration Rights Agreement, the Warrants and applicable lawlaws, including securities laws. Nothing in this Section Paragraph shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesPreferred Stock, the Warrants, or the Shares. If the either (a) a Buyer provides the Company Sigma Designs with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Sigma Designs, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Preferred Stock, the Warrant, or Shares is not required under the Securities Act or (b) its Shares are registered under the Securities Act, the Company Sigma Designs shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such Buyer. Sigma Designs acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer. (i) The Company Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, Sigma Designs acknowledges that the remedy at law for a breach of its obligations under this Paragraph will permit Buyer to exercise its right to convert its Debenture by telecopying an executed be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) event of a breach or threatened breach by Sigma Designs of the provisions of this Paragraph that the Buyer requesting, in accordance with this Agreement, Sigma Designs to the Company take such action shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courierrequiring immediate issuance and transfer.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Warrant or conversion of the Debenture Note , if applicable, in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each exercise of the Warrant or conversion of its Debenturethe Note , if applicable,. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct 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. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice understands that a delay in the issuance of Conversion the Shares of Common Stock beyond the Delivery Date (as defined in the DebentureWarrant) could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading. Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised ------------------------------------------------------------------------ 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company Shall pay any payments incurred under this Section in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(c)) for such delay. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery, of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and delivering within three the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (3ii) If, by the close of business days thereafteron the fifth Trading Day after the Delivery Date, the original Notice Company fails for any reason to deliver the Shares to be issued upon exercise of Conversionthe Warrant and after such fifth Trading Day, together with the original DebentureHolder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by express courier.the Exercising Holder (the "Sold Shares"), which delivery such Exercising Holder anticipated to make using the Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall have the right, in addition

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably shall instruct its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of Purchaser or its nominee, for the Debenture Conversion Shares in such amounts as specified from time to time by Purchaser to the Company upon conversion of the Debenture. Prior to registration of the transfer agentConversion Shares under the Securities Act or resale of such Securities under Rule 144, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof in the case of the Conversion Shares prior to registration and sale of the Conversion Shares under the Securities Act Act, will be given by the Company to the its transfer agent and that the 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, Agreement and applicable lawthe Debenture. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(f) hereof not to comply resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with all such a sale) or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of the Securitieslaw. If the Buyer Purchaser provides the Company with an opinion of counsel, which opinion of counsel reasonably satisfactory shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Debentures in accordance with Section 1(c1(b) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Debentures or upon exercise of the Warrant in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b4(c) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Debentures. The Company warrants covenants and agrees that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with this Agreement and all agreements attached hereto and with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit the Buyer to exercise its right to convert its Debenture the Debentures by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company ("Notice of Conversion") and delivering within three (3) business days thereafter, the original Notice of Conversion, together with Conversion and the original Debenture, Debentures representing the Shares to the Company by express courier, with a copy to the transfer agent.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (the "TRANSFER AGENT"), and any subsequent transfer agent, substantially in the form of EXHIBIT D hereto (the "TRANSFER AGENT INSTRUCTIONS") to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Warrant Shares, in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants, as applicable. Prior to registration of the transfer agentWarrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent its Transfer Agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required 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 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Warrant Shares, promptly instruct the Company's transfer agent its 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. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior Agreement. The Company shall acknowledge Conversion Notices with respect to the Preferred Shares and Subscription Notices with respect to the Warrants, as applicable, and in such acknowledgement shall appropriately instruct its transfer agent as to whether or not the Conversion Shares or Warrant Shares to be issued pursuant to the Conversion Notice or Subscription Notice, as the case may be, shall bear the restrictive legend specified in Section 2(g). After the registration of the Conversion Shares and the Warrant Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee Company shall acknowledge Conversion Notices and Subscription Notices, as applicable, and in such denominations acknowledgement shall direct its transfer agent to be specified not place the restrictive legend on the Conversion Shares or Warrant Shares, as the case may be, by Buyer marking the "Without Restrictive Legend" box on the Conversion Notice or Subscription Notice. Nothing in connection with each conversion this Section 5 shall in any way affect the Company's obligation to deliver Conversion Shares pursuant to Section 2(f) of its Debenturethe Certificate of Designations or Warrant Shares pursuant to Section 2 of the Warrant. The Company warrants that no instruction other than such the Irrevocable Transfer Agent Instructions and the instructions regarding the restrictive legend referred to in this Section 5 5, and other than stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in a generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company and delivering within three (3) business days thereafter, of the original Notice provisions of Conversion, together with the original Debenture, by express courier.this

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Debenture Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Note or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its 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. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Debenture in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Warrant or conversion of the Debenture Note , if applicable, in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer the Holder in connection with each exercise of the Warrant or conversion of its Debenturethe Note , if applicable,. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent and that 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, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct 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. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice understands that a delay in the issuance of Conversion the Shares of Common Stock beyond the Delivery Date (as defined in the DebentureWarrant) could result in economic loss to the Company and delivering within three (3) business days thereafterBuyer. As compensation to the Buyer for such loss, the original Notice Company agrees to pay late payments to the Buyer for late issuance of Conversion, together Shares upon exercise in accordance with the original Debenture, by express courier.following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date):

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D) to issue Common Stock from time certificates, or at a Buyer's request when the legend set forth in Section 2(g) is not required, to time upon conversion electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares or Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series A Preferred Stock or exercise of the Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act and transfer agentof such shares to a holder other than the Buyer, bearing such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the its transfer agent and that the 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, the Certificate of Determination and applicable lawthe Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares in such amounts as specified from time to time by such Buyer to the Company upon conversion of the Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), except as provided in Section 4(l) herein. Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Shares such shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares 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, Agreement and the 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 the SecuritiesSeries A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion in the form attached hereto as Exhibit B for the purpose of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Acthaving certificates issued, registered in the name of the Buyer or its nominee respective nominee(s), for the Conversion Shares representing such amounts of Securities as specified from time to time by the Buyer to the Company upon conversion of the Securities, for interest owed pursuant to the Securities, and for any and all Liquidated Damages (as this term is defined in such denominations to the Investor Registration Rights Agreement). (b) The Company shall not change its transfer agent without the express written consent of the Buyer, which may be specified withheld by the Buyer in connection with each conversion of its Debenture. sole discretion. (c) The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the 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, the Registration Rights Agreement, and applicable law. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel reasonably satisfactory in comparable transactions to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Conversion Shares is not required under the Securities Act, the Company shall (except as provided in clause within two (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly business days instruct the Company's its 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. (ie) The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. (A) Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofClosing, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion record the issuance of the Debenture in such amounts as specified from time to time by the Company to the transfer agentExchange Conversion Shares, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturerespective Note Purchaser. The Company warrants to the Note Purchasers that if the Note Purchaser is not in breach of the representations and warranties contained in this Agreement or the Master Agreement, no instruction other than (i) such instructions referred to in this Section 5 5, and (ii) stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Exchange Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that that, subject to the transfer restrictions set forth in the last sentence of Section 4(a), the Exchange Shares 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, Agreement and applicable law. Nothing in this Section shall affect in any way the Buyer's Note Purchasers' obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer any Note Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer such Note Purchaser of any of the 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 (except as to the extent provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined Note Purchaser; PROVIDED, HOWEVER, that no such transfer shall be permitted unless it complies with the transfer restrictions set forth in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice last sentence of Conversion, together with the original Debenture, by express courierSection 4(a).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture6.1. The Company warrants that no instruction that, with respect to the Securities, other than such instructions referred to in this Section 5 and the stop transfer instructions to give effect to Section 4(a5.1(a) hereof prior to registration hereof, it will give the Transfer Agent no instructions inconsistent with the Transfer Agent Letter. Except as required by Sections 5.1(a) and sale 5.1(b) of this Agreement and the Shares under the Securities Act will be given by the Company to the transfer agent and that Transfer Agent Letter, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Documents. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a5.1(a) of this Agreement is not required under the Securities Act1933 Act or upon request from a Holder while an applicable Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a5.1(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares and the Warrant Shares, as may be applicable, use its best efforts to cause the Transfer Agent to promptly electronically transmit to the Holder via DWAC such Conversion Shares or Warrant Shares. The Company specifically covenants that, as of the Closing Date, the Transfer Agent shall be (a) participating in the DWAC program, and (b) DWAC eligible. Moreover, the Company shall notify the Buyer in writing if the Company at any time while the Holder holds Securities becomes aware of any plans of the Transfer Agent to terminate such DWAC participation or eligibility. While any Holder holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DWAC program and is DWAC eligible, and the Company shall not appoint any transfer agent which does not both participate in the DWAC program and maintain DWAC eligibility. Nevertheless, if at any time that the Company receives a Conversion Notice the Transfer Agent is not participating in the DWAC program or the Conversion Shares or Warrant Shares are not otherwise transferable via the DWAC program, then the Company shall instruct the Company's transfer agent Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Holder. In the event the Transfer Agent is not DWAC eligible on any Conversion Date or Exercise Date (as defined in the DebentureWarrants), and consequently the Company issues Conversion Shares or Warrant Shares pursuant to a Conversion Notice or Notice of Exercise in certificated rather than electronic form, then in such event the amount set forth in Section 5.2(p) shall be added to the principal balance of the Note. 6.2. [intentionally omitted] 6.3. The Company shall assume any fees or charges of the Transfer Agent or Company Counsel regarding (i) the removal of a legend or stop transfer instructions with respect to the Securities, and delivering within three (3ii) business days thereafterthe issuance of certificates or DWAC registration to or in the name of the Holder or the Holder’s designee or to a transferee as contemplated by an effective Registration Statement. Notwithstanding the foregoing, it shall be the Holder’s responsibility to obtain all needed formal requirements (specifically: medallion guarantee and prospectus delivery compliance) in connection with any electronic issuance of shares of Common Stock. 6.4. The Holder of the Note shall be entitled to exercise its conversion privilege with respect to such Note, notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the original Notice Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of Conversionsuch Holder’s exercise privilege. The Company hereby waives, together with to the original Debenturefullest extent permitted, by express courierany rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of such Note. The Company agrees, without cost or expense to such Holder, to take or to consent to any and all action necessary to effectuate relief under 11 U.S.C. §362.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares unless such issuance is prohibited by the Certificate of Designations. Prior to registration of the transfer agentConversion Shares under the Securities Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act Act) will be given by the Company to the its transfer agent with respect to the Conversion Shares and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, in a form reasonably satisfactory to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities ActAct or such Buyer provides the Company with reasonable assurance that the Securities can be sold pursuant to Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the affected Buyer to exercise by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section 5 would be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the affected Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following On the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofCommencement, the Company will irrevocably instruct its shall cause any restrictive legend on the Commitment Shares to be removed and all of the Purchase Shares, Commitment Shares and Warrant Shares (so 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 to issue via The DTC Fast Automated Securities Transfer Program, by crediting the appropriate number of shares of Common Stock from time to time upon conversion of which the Debenture in such amounts as specified from time to time by the Company 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 irrevocable instructions to its transfer agent, bearing and any subsequent transfer agent, to issue Purchase Shares and Warrant Shares (so long as the restrictive legend specified in Section 4(b) of this Agreement prior to a registration statement is available for the resale of the Warrant Shares under at the Securities Act, registered time of issuance of the respective Warrant Shares) in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturefor the Purchase Shares (the "Irrevocable Transfer Agent Instructions"). The Company warrants to the Buyer that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to it's the transfer agent Transfer Agent with respect to the Purchase Shares and the Warrant Shares, and that the 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory Agreement subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(f) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Commitment Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities ActAgreement, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, the Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) form annexed hereto to the Company's Transfer Agent, with a copy to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion and the certificate for the Preferred Stock representing the Shares to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company (and confirmed via telephonic notice) in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the shares of Common Stock issuable upon conversion of any Preferred Stock (together with the original DebenturePreferred Stock representing the Shares not so converted) to the Buyer via express courier, by express courierelectronic transfer or otherwise, within five business days after receipt by the Company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (such fifth day after such receipt by the Company is herein referred to as the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment For Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $50 2 $100 3 $150 4 $200 5 $250 6 $300 7 $350 8 $400 9 $450 10 $500 >10 $500 + $100 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and delivery Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable). d. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company (ADTC) Fast Automated Securities Transfer program, upon request of the Buyer and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Buyer by crediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT E) to issue Common Stock from time certificates, or at a Buyer's request, to time upon conversion electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares or Warrant Shares in such amounts as specified from time to time by each Buyer to the Company to upon conversion of the transfer agentSeries E Preferred Shares or exercise of the Warrants, bearing respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act) will be given by the Company ▇▇▇ ▇▇▇▇any to the its transfer agent and that the 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, the Certificate of Designations and applicable lawthe Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Buyer to the Company upon conversion or exercise of the Preferred Shares and the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions; and shall exercise best efforts following the Closing Date to obtain the written acknowledgement of such transfer agent, bearing agent of receipt of such instructions. All such certificates shall bear the restrictive legend as and when specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration and sale of the Conversion Shares or Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company in form, substance and scope customary for opinions of counsel in comparable transactions, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act or the Buyer provides the Company with reasonable assurances that such Securities Actmay be sold under Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer. (i) The , 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 permit Buyer to exercise its right to convert its Debenture by telecopying an executed be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (the "Transfer Agent"), and any subsequent transfer agent, substantially in the form of Exhibit C hereto (the "Transfer Agent Instructions") to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Warrant Shares, as applicable in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants. Prior to registration of the transfer agentCommon Stock and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent its Transfer Agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required or Warrant Shares may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities Actor Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Warrant Shares, promptly instruct the Company's transfer agent its 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. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s) otherwise permitted hereunder, for (i) the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and (ii) the Warrant Shares in such amounts as specified from time to time by each Buyer to the transfer agentCompany upon exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture2(g). The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) or Sections 4 or 12 of the Certificate of Designation, will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares or the Warrant Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities andtransfer, in the case of the Shares, and promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. (a) Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, the Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (ib) The Company will permit the Buyer to exercise exercises its right to convert its Debenture the Preferred Stock by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion and the certificate for the Preferred Stock representing the Shares to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company (and confirmed via telephonic notice) in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the original DebenturePreferred Stock representing the Shares not so converted) to the Buyer via express courier, by express courierelectronic transfer or otherwise, within five business days after receipt by the Company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). (c) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date:

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by each Buyer in connection with each conversion of its Debenture. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit each Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the DebentureCertificate of Designation) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debentureshare certificate, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series C Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration and sale of the Shares such shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Series C Preferred Shares, the Warrants, 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, the Registration Rights Agreement, and applicable lawAgreement or the Warrant. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Debenture Buyer or its respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Series B Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), bearing or exercise of the Warrants. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Shares such shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Series B 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If the Buyer provides the Company with an opinion of counsel reasonably counsel, satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series B Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent in the form attached as Exhibit D hereto, and any subsequent transfer agent, to --------- issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and upon payment by the Company of dividends on the Preferred Shares in Dividend Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Dividend Shares, prior to registration and sale of the Conversion Shares and the Dividend Shares under the Securities Act 1933 Act) will be given by the Company to the its transfer agent and that the Shares ▇▇▇▇ ▇▇e Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Dividend Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofThe Company shall issue irrevocable instructions to StockTrans, the Company will irrevocably instruct its Inc., as transfer agent to issue Common Stock from time to time upon conversion of (the Debenture in such amounts as specified from time to time by the Company to the "Transfer Agent"), and any subsequent transfer agent, bearing substantially in the form of Exhibit B hereto (the "Transfer Agent Instructions"). Prior to registration of the Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the Securities Act hereof, will be given by the Company to the transfer agent its Transfer Agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, in a form reasonably satisfactory acceptable to Company counsel, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities Acthave been or are to be sold pursuant to Regulation S or Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Shares, promptly instruct the Company's transfer agent its 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. (i) such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws the prospectus delivery requirements, if any, upon resale of the Securities, as well as the other provisions of this Agreement and the other agreements contemplated hereby, including the Buyers' agreement to redeliver any Security issued without a legend (electronically or otherwise) transferred by the Buyer in a transaction other than pursuant to a registered public sale or Rule 144 for appropriate certification and legending. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer For Buyer's conversion requests made within 90 days of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofC-1 Closing Date, the Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Stock or exercise of the Warrants, respectively. For Buyer's conversion requests made 90 days after the C-1 Closing Date, the Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) when the legend set forth in Section 2(g) is not required, to electronically issue such shares (e.g., through DWAC or DTC), or at a Buyer's request or when the legend set forth in Section 2(g) is required, to issue certificates, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Stock or exercise of the Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act and transfer agentof such shares to a holder other than the Buyer, bearing such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the its transfer agent and that the 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, the Certificate of Designation and applicable lawthe Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by So long as the Buyer complies with its obligations in Section 4(g), all of the aggregate purchase price for Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Debenture in accordance with Section 1(c) hereofBuyer expressly consents otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, the Company will irrevocably instruct its and any subsequent transfer agent agent, to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenturefor the Purchase Shares (the “Irrevocable Transfer Agent Instructions”). The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act 5, will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares and that the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale The right of the Securities. If Company hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares): (a) The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company; (b) The representations and warranties of the Buyer provides shall be true and correct as of the Company with an opinion of counsel reasonably satisfactory to the Company Commencement Date as though made at that registration time (except for representations and warranties that speak as of a resale specific date, which shall be true and correct in all material respects as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Buyer of any at or prior to the Commencement Date; and (c) A registration statement covering the sale of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required Purchase Shares by the Buyer shall have been declared effective under the Securities Act1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or, to the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer knowledge of the Securities andCompany, in the case of the Shares, promptly instruct 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 threatened by the BuyerSEC. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofClosing, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of one or more certificates for the Debenture Shares (and any Conversion Shares or Warrant Shares which may be issued in such amounts as specified from time to time by the Company to the transfer agentfuture), bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities ActAgreement, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debentureprior to the closing. The Company warrants that no instruction (other than such instructions referred to in this Section 5 5, instructions consistent with this Agreement, including Sections 4(a) and 4(b) hereof, or with the Registration Rights Agreement and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act hereof) will be given by the Company to the transfer agent with respect to the Shares, the Conversion Shares and the Warrant Shares and that the Shares, 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, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesShares, the Conversion Shares and the Warrant Shares. If the Buyer sells the Shares under an effective Registration Statement or if Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration and qualification of a resale by the Buyer of any of the Securities Shares, the Conversion Shares and the Warrant Shares in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, such securities and promptly instruct the Company's transfer agent to issue one or more share certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerBuyer (provided that such specification is consistent with such opinion). (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Buyer of the aggregate purchase price Company’s agent for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct purpose instructing its transfer agent to issue Common Stock from time certificates or credit shares to time the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares issued upon conversion of the Debenture in such amounts Convertible Debentures as specified from time to time by each Buyer to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration upon conversion of the Shares under Convertible Debentures. The Company shall not change its transfer agent without the Securities Act, registered in the name express written consent of the Buyer or its nominee and Buyers, which may be withheld by the Buyers in such denominations to be specified by Buyer in connection with each conversion of its Debenturetheir sole discretion. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(g) hereof (in the case of the Conversion Shares prior to registration and sale of the Shares such shares under the Securities Act Act) will be given by the Company to the its transfer agent agent, and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Registration Rights AgreementCompany 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, and applicable lawtransfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and5 will be inadequate and agrees, in the case event of a breach or threatened breach by the Company of the Sharesprovisions of this Section 5, promptly instruct that the Company's transfer agent Buyer(s) shall be entitled, in addition to issue one 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 more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyerother security being required. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer Prior to registration of the aggregate purchase price for Conversion Shares under the Debenture in accordance with Section 1(c) hereof, Securities Act or the Company will irrevocably instruct its transfer agent date on which the Conversion Shares may be sold pursuant to issue Common Stock from time to time upon conversion of the Debenture in such amounts Rule 144 without any restriction as specified from time to time by the Company to the transfer agentnumber of Securities as of a particular date that can then be immediately sold, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureNote as applicable. The Company warrants that that: (i) no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent its Transfer Agent and that the 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 Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note, respectively, as and when required by the Note, 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 as contemplated by the terms of this Agreement, the Registration Rights AgreementNote, and applicable lawas applicable. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of the Securities. If the Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel reasonably satisfactory in form, substance and scope customary for opinions in comparable transactions, to the Company effect that registration of a resale by the Buyer public sale or transfer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent its Transfer Agent to issue one or more certificates for Common Stock without legend 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. (i) The , the Company will permit Buyer shall take all action necessary to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion ensure that such Common Stock is transferred electronically as DWAC (as defined in the DebentureNote) shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Company Buyer, by vitiating the intent and delivering within three (3) business days thereafterpurpose of the transactions contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversionits obligations under this Section may be inadequate and agrees, together with in the original Debentureevent of a breach or threatened breach by the Company of the provisions of this Section, by express courierthat the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Debenture Purchaser or its respective nominee(s), for the Conversion Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares in such amounts as specified from time to time by the Company Purchaser to the transfer agentCompany upon conversion of the Bridge Notes, bearing except as provided in Section 7.8 herein. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b) 4.7 of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5 7.12, and stop transfer instructions to give effect to Section 4(a) 4.7 hereof (in the case of the Conversion Shares, prior to registration and sale of the Shares such shares under the Securities Act 1933 Act) will be given ▇▇ ▇▇▇▇▇ by the Company to the 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesBridge Notes or Conversion Shares. If the Buyer Purchaser provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Bridge Notes or Conversion Shares is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 7.12 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 7.12, that the Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(cl(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, the Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion and the certificate for the Preferred Stock representing the Shares to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company (and confirmed via telephonic notice) in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the original DebenturePreferred Stock representing the Shares not so converted) to the Buyer via express courier, by express courierelectronic transfer or otherwise, within five business days after receipt by the Company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date:

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, which currently is Harr▇▇ ▇▇▇k & Trust Company, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act or the resale of the Conversion Shares under Rule 144, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Series A Preferred Shares 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries A Preferred Shares or Conversion Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series A Preferred Shares or the Conversion Shares is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer. Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall not change its transfer agent without (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) at least 10 business days' prior written notice to the Company Buyers and delivering within three (3ii) business days thereafter, providing to the original Notice of Conversion, together with substitute transfer agent instructions equivalent to those provided to the original Debenture, by express courierCompany's current transfer agent pursuant hereto.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture6.1. The Company warrants that no instruction covenants that, with respect to the Securities, other than such instructions referred to in this Section 5 and the stop transfer instructions to give effect to Section 4(a5.1(a) hereof prior to registration and sale of the Shares under the Securities Act will be given by hereof, the Company to will give the transfer agent Transfer Agent no instructions inconsistent with the Transfer Agent Letter. Except as required by Sections 5.1(a) and that 5.1(b) of this Agreement and the Transfer Agent Letter, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable lawother Transaction Documents. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a5.1(a) of this Agreement is not required under the Securities Act1933 Act or upon request from a Holder while an applicable Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a5.1(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares, use its best efforts to cause the Transfer Agent to promptly electronically transmit to the Holder via the DWAC system such Conversion Shares. The Company specifically covenants that, as of the Closing Date, the (a) Transfer Agent shall be participating in the DTC/FAST Program, and (b) the Common Stock shall be DWAC Eligible. Moreover, the Company shall notify the Buyer in writing if the Company at any time while the Holder holds Securities becomes aware of any plans of the Transfer Agent to voluntarily or involuntarily terminate its participation in the DTC/FAST Program. While any Holder holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program. Nevertheless, if at any time that the Company receives a Conversion Notice the Transfer Agent is not participating in the DTC/FAST Program or the Conversion Shares are not otherwise transferable via DWAC, then the Company shall instruct the Company's transfer agent Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. (iHolder. In the event the Common Stock is not DWAC Eligible on any Conversion Date, and consequently the Company issues Conversion Shares pursuant to a Conversion Notice in certificated rather than electronic form, then in such event the amount set forth in Section 5.2(p) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) shall be added to the Company and delivering within three (3) business days thereafter, principal balance of the original Notice of Conversion, together with the original Debenture, by express courierNote.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediae transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price Purchase Price for the Debenture Initial Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares, promptly instruct 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. b. Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon the conversion of any Preferred Stock by a person who is a non-U.S. Person, and following the expiration of any then applicable Restricted Period (as those terms are defined in Regulation S), the Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5, however, shall affect in any way Buyer's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. (i) The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock by telecopying or delivering an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by express courier.completed

Transfer Agent Instructions. a. Promptly following Prior to the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereofClosing Date, the Company will (1) execute and deliver the Transfer Agent Instructions in the form attached hereto as ANNEX IV and thereby irrevocably instruct its transfer agent instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates for the Common Stock Shares from time to time upon conversion of the Debenture Preferred Shares and the Dividend Shares and exercise of the Warrants in such amounts as specified from time to time by the Company to the transfer agent, bearing Transfer Agent in the Notices of Conversion surrendered in connection with such conversions and referred to in Section 5(b) of this Agreement and the Form of Subscription in the form attached to the Warrants and (2) appoint the Transfer Agent the conversion agent for the Preferred Stock and the exercise agent for the Warrants. The certificates for the Common Shares may bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the resale of the Common Shares under the Securities 1933 Act, . The certificates for the Common Shares shall be registered in the name of the Buyer or its nominee designee and in such denominations to be specified by the Buyer in connection with each conversion of its DebenturePreferred Shares or Dividend Shares or exercise of the Warrants. The Company warrants that no instruction other than (x) such instructions referred to in this Section 5 and 5, (y) stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the resale of the Common Shares under the Securities 1933 Act and (z) the instructions required by Section 3(n) of the Registration Rights Agreement will be given by the Company to the transfer agent Transfer Agent and that the Common Shares 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 applicable law. Nothing in this Section 5(a) shall affect limit in any way the Buyer's obligations and agreement to comply with all applicable securities laws the registration and prospectus delivery requirements of the 1933 Act upon resale of the SecuritiesShares. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, scope and substance to the Company and its legal counsel, that registration of a resale by the Buyer of any of the Securities Shares is not required under the 1933 Act, the Company shall permit the transfer of such Shares and, in the case of the Common Shares in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's transfer agent to issue upon transfer one or more share certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. (iBuyer within three trading days after receipt of such opinion. Nothing in this Section 5(a) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice shall limit the obligations of Conversion (as defined in the Debenture) to the Company and delivering within three (3under Section 3(n) business days thereafter, of the original Notice of Conversion, together with the original Debenture, by express courierRegistration Rights Agreement.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Debenture Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Series A Preferred Shares 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, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries A Preferred Shares or Conversion Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series A Preferred Shares or the Conversion Shares is not required under the Securities 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the such Buyer. (i) . The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Debenture Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms therewith (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the Securities Act 1933 Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the 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 right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (in the form attached hereto as Exhibit E, the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") unless such issuance is prohibited by Section 5 or Section 15 of the Certificate of Designations. Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent with respect to the Warrants Shares and Conversion Shares and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, in a form reasonably satisfactory to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act or such Buyer provides the Company with reasonable assurance that the Securities Actcan be sold pursuant to Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its 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. (i) such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the affected Buyer to exercise by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section 5 would be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the affected Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Buyer Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the aggregate purchase price for events described in clauses (i) and (ii) of this sentence), as directed by the Debenture in accordance with Section 1(cInvestor, issue and deliver (or cause to be issued and delivered) hereofto the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company will irrevocably instruct its shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent to issue Common Stock from time to time upon conversion of the Debenture in such amounts Company, as specified may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, bearing (i) irrevocable instructions in the restrictive legend specified form substantially similar to those used by the Investor in Section 4(bsubstantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Purchase Shares in accordance with the terms of this Agreement prior and the Registration Rights Agreement. All Purchase Shares to registration be issued from and after Commencement to or for the benefit of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations Investor pursuant to this Agreement shall be specified by Buyer in connection with each conversion of its Debentureissued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5 and stop transfer instructions to give effect to Section 4(a6(b) hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement, the Registration Rights Agreement, and applicable law. Nothing in provisions of this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale 6(b) within five (5) Business Days of the Securities. If Investor providing the Buyer provides the Company with an opinion of counsel reasonably satisfactory deliveries referred to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Actabove, the Company shall (except as provided in clause (2) shall, at the Investor’s written instruction, purchase such shares of Section 4(a) of this Agreement) permit Common Stock containing the transfer Restrictive Legend from the Investor at the greater of the Securities and, in the case of the Shares, promptly instruct 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. (i) The Company will permit Buyer to exercise its right to convert its Debenture by telecopying an executed and completed Notice purchase price paid for such shares of Conversion Common Stock (as defined in applicable) and (ii) the Debenture) to Closing Sale Price of the Company and delivering within three (3) business days thereafter, Common Stock on the original Notice date of Conversion, together with the original Debenture, by express courierInvestor’s written instruction.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Debenture in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its DebentureAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5 5, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the Securities Act will 1933 ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in form, scope and substance reasonable acceptable to the Company or its counsel, that registration of a resale by the such Buyer of any of the such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such Buyer and, if appropriate given the Buyer. (i) basis for registration of such resale not being required, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit Buyer cause irreparable harm to exercise the Buyers by vitiating the intent and 22 purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its right to convert its Debenture by telecopying an executed obligations under this Section 5 will be inadequate and completed Notice of Conversion (as defined agrees, in the Debenture) to event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and delivering within three (3) business days thereafterrequiring immediate issuance and transfer, without the original Notice necessity of Conversion, together with the original Debenture, by express couriershowing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Debenture Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of its Debenturethe Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5 5, the Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the Securities 1933 Act will be given by the Company to the transfer agent and that the Shares 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 applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct 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. (i) b. The Company will permit the Buyer to exercise its right to convert its Debenture the Preferred Stock by telecopying an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion, Conversion and the certificate for the Preferred Stock representing the Shares to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company (and confirmed via telephonic notice) in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the original Debenture, by Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within five business days after receipt by the Company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment For Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000+$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and delivery Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).