Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise of the Warrants a Debenture (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants to the Buyer that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent with respect to the Securities and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights AgreementAgreement subject to the provisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, to the Company in formeffect that a public sale, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Investor or its nomineenominee pursuant to each ‘Put’ notice issued by the Company, for the Conversion Shares and Warrant Shares in such amounts as specified from time (the “Irrevocable Transfer Agent Instructions”) on the Effective Date. In the event that the Company proposes to time by each Buyer replace its transfer agent, the Company shall provide, prior to the Company upon proper conversion closing date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Debentures or exercise of Agreement signed by the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior successor transfer agent to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementCompany. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)6, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Shares to be issued to the Buyer as and when required by the Registration Rights Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend on any certificate for any Shares issued to the Buyer as and when required by the Agreement. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale re-sale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers 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. The On or prior to each Closing Date, the Company shall issue --------------------------- irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificatesbook-entry statements or credit shares (to the extent unrestricted shares are issued) to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this AgreementPreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f5(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to such Conversion Shares, and that that, assuming the accuracy of each Buyer’s representations and warranties hereunder, the Securities shall otherwise be freely transferable on the books and records of the Company Company, as and applicable, to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securitiesother Transaction Documents. If a Buyer provides the Company with an opinion of counseleffects a sale, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required under in accordance with this Agreement and the 1933 Actother Transaction Documents, the Company shall permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates book-entry statements or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such BuyerBuyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the Buyers a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent on the effective date of the Prospectus Supplement. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the Securities shall be borne by the Company.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares Preferred Stock in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Preferred Stock. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 2(f4(a) 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 1933 Act), Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreement, 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 prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a 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 such 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of 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 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. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm As compensation to the Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay late payments, [not exceeding $200,000 per tranche], to the remedy at law Buyer for a breach late issuance of its obligations 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 5 will 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 inadequate and agreesavailable to the Buyer, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the provisions Delivery Date, the Buyer will be entitled to revoke the relevant Notice of this SectionConversion 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, that the Buyers late payments described above shall not be entitled, in addition to all other available remedies, to an injunction restraining any breach due and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredpayable).

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

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for the Initial Debentures in accordance with Section 1(c) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares Debentures in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Debentures. The Company warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and the stop transfer instructions to give effect to Section 2(f4(a) 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 1933 Act), Act will be given by the Company to its the transfer agent with respect to the Shares and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a 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 such 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares and or the Warrant Shares, as the case may be, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. . (i) The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Debentures by it telecopying or delivering an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion to the BuyersCompany and delivering, by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglywithin five (5) business days thereafter, 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 original Debentures being converted to the Company of by express courier, with a copy to 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 requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredtransfer agent.

Transfer Agent Instructions. a. The Company shall issue --------------------------- irrevocable warrants that, with respect to the Securities, other than the stop transfer instructions to its transfer agent give effect to Section 4(a) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon conversion of the Debentures, registered in the name exercise of each Buyer the Warrants, or its nomineethe issuance of Agreement Shares, for the Conversion Shares and Warrant Shares if any, as may be applicable from time to time, in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion Transfer Agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (registered in the case name of the Conversion Shares Buyer or its nominee and Warrant Shares, prior in such denominations to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a 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 such 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 ActAct or upon request from a Holder while there is an effective registration statement covering the sale of the relevant Shares, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, and, in the case transfer of the Conversion Shares and Warrant SharesSecurities, as may be applicable, promptly instruct its transfer agent the Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. . (i) The Company acknowledges understands that a breach by it delay in the delivery of its obligations hereunder will cause irreparable harm Conversion Certificates, whether on conversion of a Debenture and/or in payment of accrued interest thereon or on exercise of the Warrants, beyond the relevant Delivery Date (as defined in the Debenture or Warrant or in Section 4(g) hereof, as the case may be), could result in economic loss to the Buyers, by vitiating Holder. As compensation to the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law Holder 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, that the Buyers shall be entitledsuch loss, in addition to all any other available remediesremedies at law, the Company agrees to an injunction restraining any breach and requiring immediate transfer, without pay late payments to the necessity Holder for late issuance of showing economic loss and without any bond or other security being required.the Conversion Certificates in accordance with the following schedule (where “No. Trading Days Late” is defined as the number of Trading Days beyond two (2) Trading Days after the Delivery Date):

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably in a form reasonable satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent to issue the Initial Purchase Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) representing the Initial Purchase 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 (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (b) At such time as the Subscriber shall so request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than three (3) Business Days following the delivery by the Subscriber to the Company or the Transfer Agent of one or more legended certificates representing Purchase Shares (which certificates the Subscriber shall promptly deliver with or prior to its request), issue and deliver (or cause to be issued and delivered) to the Subscriber, as requested by the Subscriber, either: (A) a certificate representing such Purchase Shares that is free from all restrictive and other legends or (B) a number of shares of equal to the number of Purchase Shares represented by the certificate(s) so delivered by the Subscriber as DWAC Shares. The Company shall issue --------------------------- irrevocable 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 its the Transfer Agent, and any successor transfer agent to issue certificatesof the Company, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified may be requested from time to time by each Buyer the Subscriber or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Effective Date, the Company shall issue to the Company upon proper conversion Transfer Agent, and any subsequent transfer agent, irrevocable instructions in the form substantially similar to those used by the Subscriber in substantially similar transactions (the “Irrevocable Transfer Agent Instructions”) to issue the Initial Purchase Shares and balance of the Debentures or exercise of Purchase Shares in accordance with the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) terms of this Agreement. The Company represents and warrants that to the Subscriber that, while this Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f5(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Purchase Shares and that the Securities shall otherwise be freely transferable on the books and records balance of the Company as Purchase Shares from and to after the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerEffective Date. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this SectionSection 5(b) within five (5) Business Days of the Subscriber providing the deliveries referred to above, that the Buyers shall be entitledCompany shall, in addition to all other available remediesat the Subscriber’s written instruction, to an injunction restraining any breach purchase such shares of Common Stock containing restrictive legends from the Subscriber at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and requiring immediate transfer, without (ii) the necessity closing sale price of showing economic loss and without any bond or other security being requiredthe Common Stock as reported by the Principal Market on the date of the Subscriber’s written instruction.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of each Buyer Purchaser or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer such Purchaser to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Debentures. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 ActSecurities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Registration Rights AgreementDebentures. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g2(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 prospectus delivery requirements, if any, upon resale of the Securitiessecurities law. If a Buyer Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company which opinion of counsel shall be in form, substance and scopescope customary for opinions of counsel in comparable transactions, to the effect that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyera Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the purchase by the Buyers of the Debentures in accordance with Section 1(c) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares Debentures in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all registered in the name of the respective Buyer or its permitted assigns and in such certificates shall bear denominations to be specified by such Buyer in connection with each conversion of the restrictive legend specified in Section 2(g) of this AgreementDebentures. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Converted Shares under the 1933 Act), Act will be given by the Company to its the transfer agent and that the Securities Converted Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's Buyers’ obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a any 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 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant Converted Shares, promptly instruct its the Company’s transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. (i) The Company will permit the Buyers to exercise their rights to convert the Debentures by telecopying or delivering an executed and completed Notice of Conversion to the Company. The Company acknowledges that a breach will within two (2) Business Days respond with its endorsement so as 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 it the holder of its obligations hereunder will cause irreparable harm the Debentures, the date specified in the Notice of Conversion, provided the copy of the Notice of Conversion is given either via mail or facsimile to or otherwise delivered to the Buyers, by vitiating Company in accordance with the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges provisions hereof so 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 it is received 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 requiring immediate transfer, without the necessity of showing economic loss and without any bond on or other security being requiredbefore such specified date.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s) otherwise permitted hereunder, for (i) the 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 Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)▇▇▇▇ ▇▇▇) or Sections 4 or 12 of the Certificate of Designation, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares or the Warrant Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and to any subsequent transfer agent, to issue certificates, registered in the name of each Buyer holder of Preferred Shares or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer holder of Preferred Shares to the Company upon proper conversion of the Debentures Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Warrants. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer holder of Preferred Shares provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, to the Company in formeffect that a public sale, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required may be made without registration under the 1933 Act, and such holder of Preferred Shares represents to the Company that it has satisfied any conditions on which such opinion of counsel is based, or a holder of Preferred Shares provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144(k) (or any successor thereto), the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerholder and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, holders of Preferred Shares by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 8, that the Buyers holders of Preferred Shares shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without the posting of any bond or other security being required. ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted and for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its the Transfer Agent, and any subsequent transfer agent to issue certificatesagent, registered substantially in the name form of each Buyer or its nominee, for the 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 Exhibit B hereto (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Common Shares and Warrant Shares under the 1933 ActAct and the sale of the Common Shares and Warrant Shares, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counselcounsel in a generally acceptable form, reasonably satisfactory to the Company in formeffect that a public sale, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each such Buyer to the Company upon proper conversion of the Debentures or exercise of the Preferred Shares and the Warrants on and following the date that is 90 days following the Closing Date, or such earlier date as a registration statement is effective with respect to the Conversion Shares and/or Warrant Shares, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and or Warrant Shares, prior to registration of the Conversion Shares and or Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company counsel in form, substance and scopescope 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 ActAct or the Buyer provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of the Debentures Convertible Notes and the conversion or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Warrants, except as provided in Section 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 3.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56.11, and stop transfer instructions to give effect to Section 2(f) 3.7 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by g▇▇▇▇ ▇▇ the Company to its transfer agent and that the Securities Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 6.11 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConvertible Notes, the Conversion Shares or the Warrant Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Convertible Notes, the Conversion Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6.11, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company Buyer shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificatesin the form(s) attached hereto as Exhibit 6.7 for the purpose of having certificates issued, registered in the name of each Buyer the Seller or its nomineerespective designee(s) or nominee(s), for the Closing Common Shares and Series G Conversion Shares and Warrant Shares in representing such amounts of Series G Stock as specified from time to time by each to Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants Series G Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Transfer Agent Instructions”). 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 2(g) of this Agreement. The Company Buyer warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company Buyer to its transfer agent and that the Securities Buyer Closing Shares and Series G Conversion Shares shall otherwise be freely transferable on the books and records of the Company Buyer as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 6.7 shall affect effect in any way the Buyer's any obligations and agreement set forth in Section 2(g) hereof agreements to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securitiesany shares of Buyer Stock. If a holder of the Series G Stock provides Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer of any of the Securities Series G Conversion Shares is not required under the 1933 Actapplicable laws, the Company Buyer shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerSeller, subject only to the restrictions stated in the Series G Certificate of Designations, and otherwise herein. The Company Buyer acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Seller by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Buyer acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.7 will be inadequate inadequate, and hereby agrees, in the event of a breach or threatened breach by the Company Buyer of the provisions of this SectionSection 6.7, that the Buyers Seller shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. (i) The Company shall issue --------------------------- irrevocable warrants that, with respect to the Securities, other than the stop transfer instructions to its transfer agent give effect to Section 4(a) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon conversion of the Debentures or exercise of the Warrants or in connection with the issuance of Payment Shares, registered in the name of each Buyer or its nomineeas may be applicable from time to time, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion Transfer Agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (registered in the case name of the Conversion Shares Buyer or its nominee and Warrant Shares, prior in such denominations to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. . (ii) If a 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 such 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, and, in the case transfer of the Securities. (iii) The Company agrees that, upon the Company's receipt of (i) a written request from a Holder while the Registration Statement is effective or (ii) an opinion of counsel that the Conversion Shares and Warrant Shares, Warrant Shares or Payment Shares then held by a Holder may be transferred without registration under Rule 144(k) promulgated under the 1933 Act, the Company shall promptly instruct its transfer agent the Transfer Agent to issue one or more replacement certificates for any or all of the Conversion Shares, Warrant Shares or Payment Shares then held by such Holder or subsequently issued to the Holder. Such replacement or newly issued certificates shall be issued, without legend and without any stop transfer instructions, in such name and in such denominations as specified by such Buyer. the Holder. (i) The Company acknowledges understands that a breach by it delay in the delivery of its obligations hereunder will cause irreparable harm (i) Conversion Certificates, whether on conversion of the Debenture and/or in payment of accrued interest, beyond the relevant Delivery Date (as defined in the Debenture), (ii) the certificates for the shares of Common Stock issuable upon the exercise of the Warrants (the "Warrant Certificates"), beyond the relevant Warrant Share Delivery Date (as defined in the Warrants), or (iii) the certificates representing Payment Shares ("Payment Shares Certificates"), beyond the relevant delivery date of the Payment Shares Certificates under the Registration Rights Agreement, could each result in economic loss to the Buyers, by vitiating Holder. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyHolder for such loss, the Company acknowledges that agrees to pay late payments to the remedy at law Holder for a breach late issuance of its obligations under this Section 5 will be inadequate and agreesthe Conversion Certificates, the Warrant Certificates or the Payment Shares Certificates, as the case may be, in accordance with the event following schedule (where "No. Business Days Late" is defined as the number of a breach or threatened breach by Trading Days after 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 requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.Delivery Date):(2)

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares 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, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares Preferred Stock in such amounts as specified from time to time by each Buyer the Company to the Company upon proper conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Preferred Stock. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, the Registration Rights Agreement, and stop transfer instructions to give effect to Section 2(f4(a) 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 1933 Act), Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a 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 such 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by such the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering within five (5) business days thereafter, the original Notice of 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 acknowledges that a breach by it will transmit the certificates representing the Shares of its obligations hereunder will cause irreparable harm Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the BuyersBuyer via express courier, by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions original Notice of this SectionConversion 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, that the Buyers shall be entitledCompany agrees to pay late payments, not exceeding $500,000 in addition to all other available remediesthe aggregate, to an injunction restraining any breach and requiring immediate transfer, without the necessity Buyer for late issuance of showing economic loss and without any bond or other security being required.Shares upon Conversion in accordance

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Bridge Notes, except as provided in Section 7.8 herein. 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 2(g) 4.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 57.12, and stop transfer instructions to give effect to Section 2(f) 4.7 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given ▇▇ ▇▇▇▇▇ by the Company to its transfer agent and that the Securities Bridge Notes and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesBridge Notes or Conversion Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Bridge Notes or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 7.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 7.12, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares Shares, the Repricing Shares, and the Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Bridge Notes, except as provided in Section 8.8 herein. 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 2(g) 5.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58.12, and stop transfer instructions to give effect to Section 2(f) 5.7 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Bridge Notes and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 8.12 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesBridge Notes or Conversion Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Bridge Notes or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 8.12, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares in accordance with the Warrants terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If Subject to Section 2(f), if a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue certificates, registered in the name of each Buyer or its nomineeat a Buyer's request and if an electronic issuance can properly reflect any legends required to be contained on such certificates, for the to electronically issue any Conversion Shares and Warrant Shares (e.g., through DWAC or DTC), in such amounts as specified from time to time by each Buyer to the Company in accordance with the terms of and upon proper conversion of the Debentures or exercise of the Warrants Securities (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of The certificates representing the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates Securities shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in first sentence of this Section 5, paragraph and (ii) stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Securities and the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Series F Registration Rights Agreement and the Series G Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly issue or instruct its transfer agent to issue one or more certificates 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 Buyers, 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 SectionSection 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.

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

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid a ▇▇▇▇ ▇▇▇ ▇▇ ▇▇fty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise of the Warrants Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, form and substance and scopewhich is generally acceptable, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counselcounsel (which counsel and the form, reasonably satisfactory substance and scope of such opinion shall be acceptable to the Company in form, substance and scopeits reasonable judgment), that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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) The Company shall issue --------------------------- irrevocable instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit B for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures or exercise Securities, for interest owed pursuant to the Securities, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). (b) The Company shall not change its transfer agent without the express written consent of the Warrants Buyer, which may be withheld by the Buyer in its sole discretion. (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 5 will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. A. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(fSections 4(a) and 4(b) hereof (in prior to the case registration and sale of the Conversion Shares and Warrant Shares, prior to registration Common Stock issuable upon conversion of the Conversion Shares and Warrant Shares Series A Preferred Stock, or in lieu of dividend payments on, the Series A Preferred Stock, or upon exercise of the Warrants under the 1933 Securities Act), will be given by the Company to its the transfer agent and that the Securities such Common Stock shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant SharesCommon Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by such Buyer. the Purchaser. B. The Company acknowledges that a breach will permit each Purchaser to exercise its right to convert the Series A Preferred Stock or to exercise the Warrants by it faxing an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion or Form of Election to Purchase, as applicable, to the BuyersCompany, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original Series A Preferred Stock) or Form of Election to Purchase (and the related original Warrants) to the Company by vitiating hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed to and received in accordance with the intent and purpose provisions hereof shall be deemed a "Conversion Date." The Company (or its transfer agent) will transmit the certificates representing the Common Stock issuable upon conversion of the transaction contemplated hereby. AccordinglySeries A Preferred Stock or upon exercise of any Warrants (together with the Series A Preferred Stock not so converted, or the Company acknowledges that Warrants not so exercised) to such Purchaser via express courier as soon as practicable, but in all events no later than the remedy at law for a breach later to occur of its obligations under this Section 5 will be inadequate (the "Delivery Date") (i) four (4) business days after the Conversion Date and agrees, in the event of a breach or threatened breach (ii) four (4) business days after receipt by the Company of the provisions original Notice of Conversion (and the related original Series A Preferred Stock) or Form of Election to Purchase (and the related original Warrants), as applicable. For purposes of this SectionAgreement, that such conversion of the Buyers Series A Preferred Stock or exercise of the Warrants shall be entitleddeemed to have been made immediately prior to the close of business on the Conversion Date. C. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Series A Preferred Stock or exercise of the Warrants, provided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of a Purchaser who shall have previously instructed such Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. D. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the applicable Purchaser. As compensation to such Purchaser for such loss, the Company agrees to pay to such Purchaser for late issuance of Common Stock upon conversion of the Series A Preferred Stock or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of Series A Preferred Stock that are being converted, or for each 25,000 shares of Common Stock purchased upon the exercise of the Warrants. The Company shall pay any payments incurred under this Section 5 in immediately available funds upon demand. Nothing herein shall limit a Purchaser's right to pursue actual damages for the Company's failure to issue and deliver shares of Common Stock to such Purchaser. Furthermore, in addition to all any other remedies which may be available remediesto such Purchaser, in the event that the Company fails for any reason to an injunction restraining effect delivery of such Common Stock within five (5) business days after the relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and such Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, "business day" shall mean any breach day in which the financial markets of New York are officially open for the conduct of business therein. E. At no time shall any of the Purchasers of the Series A Preferred Stock or the Warrants convert or exercise such amount of the Series A Preferred Stock or the Warrants as shall result in such Purchaser's beneficial ownership, after such conversion, exceeding 9.9% of the Company's outstanding Common Stock, and requiring immediate transfer, without the necessity of showing economic loss and without any bond parties agree that no Purchaser shall have the right to effect such a conversion or other security being requiredexercise.

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Warrants (Buyer(s), which may be withheld by the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Buyer(s) in its sole discretion. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, certificates registered in the name of each Buyer or its nominee, for the 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 Notes 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, all such certificates shall bear the restrictive legend specified in Section 2(g) 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, Article VI and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) 2.7 hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 obligations under this Section 5 Article VI will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers 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. The On or prior to each Closing Date, the Company shall issue --------------------------- irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Buyer (the “Irrevocable Transfer Agent Instructions”) to issue certificatesbook-entry statements or credit shares (to the extent unrestricted shares are issued) to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementPreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f5(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to such Conversion Shares, and that that, assuming the accuracy of the Buyer’s representations and warranties hereunder, the Securities shall otherwise be freely transferable on the books and records of the Company Company, as and applicable, to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securitiesother Transaction Documents. If a Buyer provides the Company with an opinion of counseleffects a sale, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required under in accordance with this Agreement and the 1933 Actother Transaction Documents, the Company shall shall, subject to applicable laws, permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates book-entry statements in such name and in such denominations as specified by the Buyer to effect such Buyersale, transfer or assignment; provided that the Issuer and Buyer each agree to use best efforts to provide any documentation reasonably requested by the Transfer Agent. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the Buyers a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent on the effective date of the Prospectus Supplement. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the Securities shall be borne by the Company.

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

Transfer Agent Instructions. The Upon the Company obtaining a transfer agent, the Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificatesfor the purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent and that the Securities tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise Preferred Shares unless such issuance is prohibited by the Certificate of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Designations. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act), ) will be given by the Company to its transfer agent with respect to the Conversion Shares and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, in a form reasonably satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 ActSecurities Act or such Buyer provides the Company with reasonable assurance that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, affected Buyer by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will would be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers affected Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT E) to issue certificates, or at a Buyer's request, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and or Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures Series E Preferred Shares or exercise of the Warrants Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such Such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), ) will be given by the Company ▇▇▇ ▇▇▇▇any to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, the Certificate of Designations and the Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. A. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares undertakes 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(f) hereof (in the case registration and sale of the Conversion Shares and Warrant Shares, prior Common Stock pursuant to an effective Securities Act registration of the Conversion Shares and Warrant Shares under the 1933 Act), statement will be given by the Company to its transfer agent for the Common Stock and that the Securities Common Stock issuable upon conversion of the Debenture or the Preferred Shares and exercise of the Warrants otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing contained in this Section V.A. shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securitiessuch Common Stock. If a If, at any time, Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, its counsel that registration of a the resale by such Buyer of any of the Securities such Common Stock is not required under the 1933 ActSecurities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, transfer of such Common Stock and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon. B. The Company shall permit Buyer to exercise its right to convert the Debenture or the Preferred Shares by telecopying an executed and completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the Company in such name and in such denominations as specified by such Buyeraccordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach by it shall transmit the certificates evidencing the shares of its obligations hereunder will cause irreparable harm Common Stock issuable upon conversion of any principal amount of the Debenture or the Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to the BuyersBuyer via express courier, by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this SectionConversion (the "DELIVERY DATE"). Within 30 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Debenture or the Preferred Shares being converted. C. The Company shall permit Buyer to exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with its applicable terms of the Warrants. The last date that the Buyers Company may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "WARRANT DELIVERY DATE." D. The Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon the conversion of the Debenture or the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in the Articles of Amendment), Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon conversion of the Debenture or the Preferred Shares or exercise of the Warrants in accordance with the following schedule (where "NO. BUSINESS DAYS" is defined as the number of business days beyond five (5) days from the Dividend Payment Due Date (as that term is defined in the Articles of Amendment), the Delivery Date or the Warrant Delivery Date, as applicable): Compensation For Each $10,000 of Debenture principal amount or 10 No. Business Days Shares of Preferred Shares Not ----------------- Converted Timely or 500 Shares of Common Stock Issuable In Payment of Dividends Not Issued Timely --------------------------- 1 $ 25 2 $ 50 3 $ 75 4 $100 5 $125 6 $150 7 $175 8 $200 9 $225 Compensation For Each $10,000 of Debenture principal amount or 10 No. Business Days Shares of Preferred Shares Not ----------------- Converted Timely or 500 Shares of Common Stock Issuable In Payment of Dividends Not Issued Timely --------------------------- 10 $250 more than 10 $250 + $100 for each Business Day Late beyond 10 business days The Company shall be entitledpay to Buyer the compensation described above as liquidated damages by the transfer of immediately available funds upon Buyer's demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to Buyer, and in addition to all any other remedies which may be available remediesto Buyer, in the event the Company fails for any reason to an injunction restraining any breach effect delivery of such shares of Common Stock within five business days after the relevant Dividend Payment Due Date, the Delivery Date or the Warrant Delivery Date, as applicable, Buyer shall be entitled to rescind the relevant Notice of Conversion or exercise of Warrants by delivering a notice to such effect to the Company whereupon the Company and requiring immediate transfer, without the necessity Buyer shall each be restored to their respective original positions immediately prior to delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion on delivery.

Transfer Agent Instructions. (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 Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall issue --------------------------- irrevocable 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 its the Transfer Agent, and any successor transfer agent to issue certificatesof the Company, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified may be requested from time to time by each Buyer 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 Company upon proper conversion Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Debentures 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 and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or exercise for the benefit of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior Investor pursuant to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerCompany. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this SectionSection 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, that the Buyers shall be entitledCompany shall, in addition to all other available remediesat the Investor’s written instruction, to an injunction restraining any breach purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price or Accelerated Purchase Price paid for such shares of Common Stock (as applicable) and requiring immediate transfer, without (ii) the necessity Closing Sale Price of showing economic loss and without any bond or other security being requiredthe Common Stock on the date of the Investor’s written instruction.

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Investor or its nomineerespective nominee(s), for the Conversion Shares and Exchange Warrant Shares in such amounts as specified from time to time by each Buyer Investor to the Company upon proper conversion of the Debentures or exercise of the Exchange Warrants (in the form attached hereto as Exhibit B, the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions")) unless such issuance is prohibited by Section 2(g) of the Exchange Warrants. Prior to registration of the Conversion Shares and Exchange Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent with respect to the Exchange Warrant Shares and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer an Investor provides the Company with an opinion of counsel, in a form reasonably satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer Investor of any of the such Securities is not required under the 1933 ActAct or such Investor provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Exchange Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerInvestor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, affected Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will would be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue --------------------------- irrevocable instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit C for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares (as such term is defined in the Third Debenture) representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Securities, for interest owed pursuant to the Securities, and for any Liquidated Damages (as such term is defined in the Third Debenture) or exercise other amount that may be payable under the Transaction Documents. (b) The Company shall not change its transfer agent without the express written consent of the Warrants Buyer, which may be withheld by the Buyer in its sole discretion. (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 5 will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that that, assuming the Buyers are not "affiliates" of the Company under applicable federal securities law, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Series C Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Series C Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesSeries C Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such the Buyer of any of the Securities Series C Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing Kirkpatrick & Lockhart Nicholson Graham LLP as its agent for pu▇▇▇▇▇ ▇▇ ▇▇ving ▇▇▇▇▇▇▇▇at▇▇ ▇▇▇▇▇▇, registered ▇▇▇▇▇tered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debenture as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise Convertible Debenture, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). The Company shall not change its transfer agent without the express written consent of the Warrants (Buyer(s), which may be withheld by the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Buyer(s) in its sole discretion. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent and that the Securities tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares or exercise of the Warrants in accordance with the terms therewith (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise of the Warrants Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Instructions, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, in a form reasonably satisfactory acceptable to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and, if appropriate given the 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 cause irreparable harm to the Buyers, Buyers by vitiating the intent and purpose of the transaction transactions contemplated herebyby this Section 5. 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each such Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), except as provided in Section 4(l) herein. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's Buyers' obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesSeries A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer of any of the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Purchaser or its nomineerespective nominee(s), for the Conversion Shares and Warrant Common Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon proper conversion issuance of the Debentures or exercise Common Shares in the form of the Warrants Exhibit D attached hereto (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Common Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 3.7 will be given by the Company to its transfer agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.7 shall affect in any way the Buyereach Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the SecuritiesCommon Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, in a form reasonably satisfactory acceptable to the Company in formand its counsel, substance and scopeto the effect that a public sale, assignment or transfer of the Common Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Common Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by such Buyer of any of the Securities is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of a transfer of the Conversion Shares and Warrant Common Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.7 will cause irreparable harm to the Buyers, Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 3.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.7, that the Buyers Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

Transfer Agent Instructions. (a) The Company shall issue --------------------------- irrevocable instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit D for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares (as such term is defined in the Second Debenture) representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Securities, for interest owed pursuant to the Securities, and for any Liquidated Damages (as such term is defined in the Third Debenture) or exercise other amount that may be payable under the Transaction Documents. (b) The Company shall not change its transfer agent without the express written consent of the Warrants Buyer, which may be withheld by the Buyer in its sole discretion. (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(gc) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 5 will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise of the Warrants Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"), except as provided in Section 4(1) herein. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) 2 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), 1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities 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 and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesSeries A Preferred Shares and the Conversion Shares. If a Buyer provides the Buyer(s) provide the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Series A Preferred Shares and the Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Buyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer(s) by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nomineethe Buyer, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants Preferred Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreementherein. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof 2 herein (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent transfe▇ ▇▇▇▇▇ and that the Securities Preferred Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and or the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesPreferred Stock or the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Preferred Stock or the Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

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

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise of Convertible Debentures, for any and all Liquidated Damages (as such term is defined in the Warrants Registration Rights Agreement) that may be owed pursuant to the Registration Rights Agreement (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an order for specific performance and/or an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Series B Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities 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 and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesSeries B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such the Buyer of any of the Securities Series B Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures or exercise of the Warrants in the form of Exhibit C attached hereto (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)hereof, will be given by the Company to its transfer agent agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securitiesother Transaction Documents. If a Buyer provides the Company with an opinion of counseleffects a sale, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required under the 1933 Actin accordance with Section 2(f), the Company shall permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Securities sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue or reissue, as the case may be, such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the Buyers a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(ga) of this Agreement. [Intentionally left blank] (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securitiesother Transaction Documents. If a Buyer provides the Company with an opinion of counseleffects a sale, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required under the 1933 Actin accordance with Section 2(f), the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. (c) Upon receipt of a Conversion Notice the Transfer Agent shall within five (5)Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice (ii) provided the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyer’s or their designees’ balance account with DTC through its DWAC system provided the Buyer causes its bank or broker to initiate the DWAC transaction.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSInstructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably in a form reasonable satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of each Buyer Purchaser or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer such Purchaser to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Warrants. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 ActSecurities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, Shares prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act), will be given by the Company to its transfer agent with respect to the Conversion Shares or the Warrant Shares and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably satisfactory to the Company in form(the cost of which shall be borne by the Purchaser), substance and scope, to the effect that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyera Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), 1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Prior to the Closing Date, the Company shall issue --------------------------- irrevocable instructions to its transfer agent will (1) execute and deliver the Transfer Agent Instructions in the form attached hereto as ANNEX IV and thereby irrevocably instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates, registered in the name of each Buyer or its nominee, certificates for the Conversion Common Shares from time to time upon conversion of the Preferred Shares and Warrant the Dividend Shares and exercise of the Warrants in such amounts as specified from time to time by each Buyer to the Company upon proper conversion 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 Debentures or exercise Form of Subscription in the form attached to the Warrants and (2) appoint the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Transfer Agent the conversion agent for the Preferred Stock and the exercise agent for the Warrants. Prior to registration of The certificates for the Conversion Common Shares and Warrant Shares under the 1933 Act, all such certificates shall may bear the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its designee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares or Dividend Shares or exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 5, and (y) stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant resale of the Common Shares under the 1933 Act), Act and (z) the instructions required by Section 3(n) of the Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5(a) shall affect limit in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable the registration and prospectus delivery requirements, if any, requirements of the 1933 Act upon resale of the SecuritiesShares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company in form, substance and scopeits legal counsel, that registration of a resale by such the Buyer of any of the Securities Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion Common Shares and Warrant Sharesin accordance with clause (1)(B) of Section 4(a) of this Agreement, promptly instruct its the Company's transfer agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the Buyer within three trading days after receipt of such Buyeropinion. The Company acknowledges that a breach by it of its Nothing in this Section 5(a) shall limit the obligations hereunder will cause irreparable harm to the 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 3(n) 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 requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredRegistration Rights Agreement.

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

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

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures or exercise of the Preferred Shares and the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and or Warrant Shares, prior to registration of the Conversion Shares and or Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company counsel in form, substance and scopescope 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 ActAct or the Buyer provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the 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 Preferred Shares or proper exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, ' by vitiating obliterating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of the Debentures Convertible Notes and the conversion or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Warrants, except as provided in Section 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 3.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56.11, and stop transfer instructions to give effect to Section 2(f) 3.7 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 6.11 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConvertible Notes, the Conversion Shares or the Warrant Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Convertible Notes, the Conversion Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6.11, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and or Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), 19▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Debentures, the Conversion Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, or the Warrant. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesDebentures, the Conversion Shares, the Warrants, or the Warrant Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Debentures, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as EXHIBIT E to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇aving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Secured Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Secured Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇ifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Bridge Notes, except as provided in Section 7.8 herein. 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 2(g) 4.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 57.12, and stop transfer instructions to give effect to Section 2(f) 4.7 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), will A▇▇) ▇▇▇▇ be given by the Company to its transfer agent and that the Securities Bridge Notes and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesBridge Notes or Conversion Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Bridge Notes or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 7.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 7.12, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) 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 Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall issue --------------------------- irrevocable 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 its the Transfer Agent, and any successor transfer agent to issue certificatesof the Company, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified may be requested from time to time by each Buyer 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 Company upon proper conversion Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Debentures 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 and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to be issued from and after Commencement to or exercise for the benefit of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior Investor pursuant to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to Company. If the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirementsInvestor effects a sale, if any, upon resale assignment or transfer of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 ActPurchase Shares, the Company shall permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the Investor to effect such Buyersale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6, that the Buyers Investor shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Instructions, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in a generally acceptable form, substance and scope, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Common Stock in accordance with Section 1(b) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificatesCommon Stock, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of each the Buyer or its Buyer's nominee, for the 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 Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants covenants and agrees that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) 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 1933 Act), Act will be given by the Company to its the transfer agent and that the Securities 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 Agreementapplicable 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 this Agreement and all agreements attached hereto and with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a 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 such 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, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. The . b. In lieu of delivering physical certificates representing the Common Stock, provided the Company's transfer agent is participating in the Depository Trust Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers("DTC") Fast Automated Securities Transfer program, by vitiating the intent and purpose upon request of the transaction contemplated hereby. AccordinglyBuyer 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 acknowledges that shall use its best efforts to cause its transfer agent to electronically transmit the remedy at law for a breach Common Stock issuable to the Buyer by crediting the account of Buyer's Prime Broker with DTC through 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, that the Buyers 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 requiredDeposit Withdrawal Agent Commission system.

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

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

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

Transfer Agent Instructions. (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit C 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 Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall issue --------------------------- irrevocable 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 its the Transfer Agent, and any successor transfer agent to issue certificatesof the Company, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified may be reasonably requested from time to time by each Buyer 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 Company upon proper conversion Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Debentures 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 and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to be issued from and after Commencement to or exercise for the benefit of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior Investor pursuant to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to Company. If the extent provided in this Agreement and the Registration Rights Agreement. 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 prospectus delivery requirementsInvestor effects a sale, if any, upon resale assignment or transfer of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 ActPurchase Shares, the Company shall permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the Investor to effect such Buyersale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6, that the Buyers Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The For Buyer's conversion requests made within 90 days of the C-1 Closing Date, the Company shall issue --------------------------- irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) to issue certificates, registered in the name of each Buyer or its nomineerespective 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 proper conversion of the Debentures Preferred Stock or exercise of the Warrants Warrants, respectively. For Buyer's conversion requests made 90 days after the C-1 Closing Date, the Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) when the legend set forth in Section 2(g) is not required, to electronically issue such shares (e.g., through DWAC or DTC), or at a Buyer's request or when the legend set forth in Section 2(g) is required, to issue certificates, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and 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 ActAct and transfer of such shares to a holder other than the Buyer, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, the Certificate of Designation and the Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Securities. If a Buyer provides the Company with an opinion of reasonably satisfactory counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Series E Preferred Stock as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise of the Warrants Series E Preferred Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable 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 agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), 1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. So long as the Buyer complies with its obligations in Section 4(g), all of the Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue --------------------------- irrevocable instructions to its the Transfer Agent, and any subsequent transfer agent agent, to issue certificates, registered Common Stock in the name of each the Buyer or its nominee, for the Conversion Purchase 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"“Irrevocable Transfer Agent Instructions”). 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 2(g) of this Agreement. The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares and that the Securities Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale The right of the Securities. If a Buyer provides 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 with an opinion may begin sales of counsel, reasonably satisfactory Purchase Shares): (a) The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company in form, substance Company; (b) The representations and scope, warranties of the Buyer shall be true and correct as of the Commencement Date as though made at that registration time (except for representations and warranties that speak as of a resale specific date, which shall be true and correct in all material respects as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by such 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 is not required Purchase Shares by the Buyer shall have been declared effective under the 1933 ActAct by the SEC and no stop order with respect to the registration statement shall be pending or, to the Company shall permit the transfer, and, in the case knowledge of the Conversion Shares and Warrant SharesCompany, promptly instruct its transfer agent to issue one or more certificates 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 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, that the Buyers 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 requiredSEC.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Series E Preferred Stock as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise of the Warrants Series E Preferred Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable 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 agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The At the Primary Closing the Company shall --------------------------- issue --------------------------- irrevocable instructions to its transfer agent (and shall issue to any subsequent transfer agent as required), to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares issuable pursuant to the A Warrant in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon proper conversion of in a form acceptable to the Debentures or exercise of the Warrants Purchaser (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSPrimary Closing --------------- Irrevocable Transfer Agent Instructions"). Prior At the Secondary Closing the Company --------------------------------------- shall issue irrevocable instructions to registration its transfer agent (and shall issue to any subsequent transfer agent as required), to issue certificates, registered in the name of the Conversion Shares and Purchaser or its respective nominee(s), for the Warrant Shares under issuable pursuant to the 1933 ActB Warrant in such amounts as specified from time to time by the Purchaser to the Company in a form acceptable to the Purchaser (the "Secondary Closing Irrevocable Transfer Agent Instructions"). So long as --------------------------------------------------------- required pursuant to Section 3.1(b), all such certificates shall bear the restrictive legend specified in Section 2(g3.1(b) of this Agreement. The Company warrants that no instruction other than the Primary Closing Irrevocable Transfer Agent Instructions and the Secondary Closing Irrevocable Transfer Agent Instructions referred to in this Section 53.12, and stop transfer instructions to give effect to Section 2(f) 3.1 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act), ) will be given by the Company to its transfer agent and that the Securities Shares, the A Warrant, the B Warrant or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerTransaction Documents. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating violating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 3.12 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this SectionSection 3.12, that the Buyers Purchaser, shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Debentures or exercise Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Warrants (Buyer(s), which may be withheld by the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Buyer(s) in its sole discretion unless the successor transfer agent has executed the Irrevocable Transfer Agent Instructions. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered (in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts form attached hereto as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants EXHIBIT E) (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, the Certificate of Designations and the Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Securities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 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.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Series E Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Series E Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesSeries E Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such the Buyer of any of the Securities Series E Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 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, that the Buyers 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. The Company shall issue --------------------------- irrevocable instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as their agen▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇se of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in representing such amounts of Convertible Debentures as specified from time to time by each the Buyer to the Company upon proper conversion of the Convertible Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ Two Hundred Fifty Dollars ($250) for every occasion they must obtain certificated pursuant to a conversion of the Convertible Debentures. 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 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares such shares under the 1933 Act), ) will be given by the Company to Co▇▇▇▇▇ ▇▇ its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the SecuritiesConversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.