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 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 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 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 Debenture Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon proper conversion of in a form acceptable to the Debentures or exercise of the Warrants Purchasers (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Debenture Shares and Warrant Shares under the 1933 Act, 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 Irrevocable Transfer Agent Instructions referred to in this Section 53.13, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares3.1 hereof, prior to registration of the Conversion Debenture Shares and the Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Securities Debentures, the Warrants, the Debenture 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 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 Purchaser provides the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that a public sale, assignment or transfer of the Debentures, the Debenture Shares, the Warrants and the Warrant Shares may be made without registration under the Act or the Purchaser provides the Company in formwith reasonable assurances that the Warrants, substance the Debenture Shares and scope, that registration the Warrant 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 the Conversion Debenture 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 BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchasers 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 3.13 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this SectionSection 3.13, 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. 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)(i) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon conversion of the Note, 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(a)(ii) 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 Documents. 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)(i) of this Agreement is not required under the 1933 ActAct or upon request from a Holder while the Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a)(i) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares and Warrant Shares, as may be applicable, use its best efforts to cause the Transfer Agent to promptly instruct its electronically transmit to the Holder via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program such Conversion Shares. The Company specifically represents that, as of the date hereof and as of the Closing Date, (i) the Company’s Transfer Agent is (a) participating in the DTC program, (b) is DWAC eligible, and (ii) the Company is not aware of any plans of the Transfer Agent to terminate such DTC participation or DWAC eligibility. While any Holder holds Securities, the Company shall at all times maintain a transfer agent which participates in the DTC program and is DWAC eligible, and the Company will not appoint any transfer agent which does not both participate in the DTC program and maintain DWAC eligibility. Nevertheless, in the event the Transfer Agent is not participating in the DTC/DWAC program or the Conversion Shares are not otherwise transferable via the DTC/DWAC program, then the Company shall instruct the Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. In the event the Company’s transfer agent is not DWAC eligible on any Conversion Date, and consequently the Company issues Conversion Shares pursuant to the Conversion Notice in certificated rather than electronic form, then in such Buyerevent if the closing bid price of the Common Stock on the Principal Trading Market is lower on the date of delivery of the certificates to the Buyer than on the Conversion Date, such difference in the closing bid prices, multiplied by the number of Conversion Shares shall be added to the principal balance of the Note. b. The Company shall assume any fees or charges of the Transfer Agent or Company Counsel regarding (i) the removal of a legend or stop transfer instructions with respect to Securities, and (ii) the issuance of certificates or DTC registration to or in the name of the Holder or the Holder’s designee or to a transferee as contemplated by an effective Registration Statement. Notwithstanding the foregoing, it shall be the Holder’s responsibility to obtain all needed formal requirements (specifically: medallion guarantee and prospectus delivery compliance) in connection with any electronic issuance of shares of Common Stock. c. The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note, as the case may be, notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of such holder’s exercise privilege. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm hereby waives, to the Buyersfullest extent permitted, by vitiating the intent and purpose any rights to relief it may have under 11 U.S.C. §362 in respect of the transaction contemplated herebyconversion of the Note. Accordingly, the 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 without cost or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition expense to all other available remediessuch Holder, to an injunction restraining take or to consent to any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredall action necessary to effectuate relief under 11 U.S.C. §362.

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. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company 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 Debenture in such amounts as specified from time to time by each Buyer the Company 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 Acttransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture. The Company warrants that no instruction other than 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), Securities 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 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 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 acknowledges that a breach will permit Buyer to exercise its right to convert its Debenture by it telecopying an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion (as defined in the Debenture) to the BuyersCompany and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, by 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 requiredexpress courier.

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 On the date of this Agreement, the Company shall issue --------------------------- to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions instructions, in the form heretofore furnished to its transfer agent the Company, to issue certificatesthe Purchase Shares, registered the Commitment Shares and the Warrant Shares in accordance with the name terms of each Buyer or its nomineethis Agreement and the Warrant, for as applicable (the Conversion “Irrevocable Transfer Agent Instructions”). All Purchase Shares, Commitment Shares and Warrant Shares in such amounts as specified from time to time by each Buyer be issued to or for the Company upon proper conversion benefit of the Debentures or exercise of Investor pursuant to this Agreement and the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 ActWarrant, all such certificates as applicable, shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued as DWAC Shares. The Company represents and warrants to the Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(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 the Transfer Agent with respect to the Purchase Shares, Commitment Shares and that Warrant Shares, and the Securities shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to any other instruments evidencing the extent provided in this Agreement and Securities shall not bear any restrictive or other legend. If 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 Act, 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 shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. 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 AgreementAgreement until such legend is permitted to be removed pursuant to the last paragraph of Section 2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(e) hereof (in the case of the Conversion Shares 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, in a form reasonably satisfactory acceptable to the Company, to the effect that the public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act or the Investor provides the Company with assurances reasonably acceptable to the Company in form, substance and scope, that registration the Securities 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 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 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.be

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 the Warrant Shares in representing such amounts of Convertible Debentures or Warrants as specified from time to time by each Buyer the Buyer(s) to the Company upon proper conversion of the Convertible Debentures or the exercise of the Warrants and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares 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 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 Buyer the Buyer(s) 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 Buyer the Buyer(s) 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(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 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 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 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 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 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 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 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 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, if such opinion provides that such legends can be removed, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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. Each of the Buyers acknowledge that the Company's transfer agent is not a participant in the electronic book entry transfer program and that such Buyer may not instruct the transfer agent to make electronic book entry transfers unless the Company gives the Buyers notice that its transfer agent is a participant in that program.

Transfer Agent Instructions. (a) The Company shall issue --------------------------- irrevocable instructions to instruct its transfer agent to issue certificatescertificates (subject to the legend and other provisions hereof and in the Notes and the Warrants), registered in the name of each Buyer Purchaser or its nominee, for the Conversion Shares and the 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 Notes or exercise of the Warrants (Warrants, as applicable. To the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration extent and during the periods provided in Sections 2(f) and 2(g) of the Conversion Shares and Warrant Shares under the 1933 Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the transfer of the Conversion Shares and or Warrant Shares, Shares prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)Securities Act or without an exemption therefrom, will shall 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 Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities law. (c) If any Purchaser provides the Company and the transfer agent with all applicable prospectus delivery requirementsan opinion of counsel, if anywhich opinion of counsel shall be in form, upon resale substance and scope customary for opinions of counsel in comparable transactions, to the Securities. If a Buyer effect that the Securities have been sold or transferred pursuant to an exemption from registration, or any 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 may be sold under the 1933 ActRule 144(k), 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 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 requiredPurchaser.

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 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 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"). Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and 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 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 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 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 -10- NEXT PAGE shall (except asprovided 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 Buyers to exercise their rights 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, within five (5) business days thereafter, the original Debentures being converted to the Company by vitiating express courier, with a copy to the intent and purpose transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by the holder of the transaction contemplated hereby. AccordinglyDebentures, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, date specified in the event Notice of a breach Conversion, provided the copy of the Notice of Conversion is given either via mail or threatened breach facsimile to or otherwise delivered to the Company in accordance with the provisions hereof so that 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 After payment of the Purchase Price for each portion of the Shares, 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 that portion of the Conversion Shares purchased by the Investor (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, and Warrant any Shares in such amounts as specified from time to time by each Buyer purchased have not yet been issued to the Investor, the Company upon proper conversion shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the 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 respecting those purchased 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 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. (a) At the Closing, the Company shall deliver to the Holder the Irrevocable Transfer Agent Instructions, signed by the Transfer Agent of the Company’s Common Stock to indicate the Transfer Agent’s consent thereto. At such time as the Note shall be fully paid, the shares of Common Stock of the Company that are represented by the share certificate identified in the Irrevocable Transfer Agent Instructions shall have been sold by the Holder, or the Note shall be converted into the Convertible Debenture or otherwise satisfied, the Irrevocable Transfer Agent Instructions shall be cancelled, and shall be of no further force and effect, and promptly shall be returned to the Company. (b) The Company shall issue --------------------------- irrevocable warrants that it will give the Transfer Agent no instructions inconsistent with instructions to its transfer agent issue Common Stock from time to issue certificatestime upon exercise of the Warrants, registered in conversion of the name Contingent Convertible Debentures or exercise of each Buyer or its nomineethe Default Warrants, for the Conversion Shares and Warrant Shares 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 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 ActTransfer Agent, all such certificates shall bear bearing 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, Agreement prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act), will registered in the name of the Holder or his nominee and in such denominations to be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, 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 Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's Holder’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. . (c) If a Buyer the Holder 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 the Holder 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, transfer of the Securities. (d) The Company understands that a delay in the case delivery of certificates evidencing shares of Common Stock (“Conversion Certificates”), whether on foreclosure on collateral pledged pursuant to the Note, exercise of the Warrants, conversion of the Contingent Convertible Debentures, exercise of the Default Warrants or in payment of accrued interest, beyond the relevant delivery date therefor could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates Certificates in such name and in such denominations as specified by such Buyer. accordance with the following schedule: 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 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 shall pay any payments incurred under this Section 5 will 6(d) in immediately available funds upon demand. Nothing herein shall limit the Holder’s right to pursue actual damages for the Company’s failure to issue and deliver the Conversion Certificates to the Holder within a reasonable time. Furthermore, in addition to any other remedies that may be inadequate and agreesavailable to a Holder, in the event that the Company fails for any reason to effect delivery of such Conversion Certificates within ten (10) Trading Days after the required delivery date therefor, the Converting Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company prior to the Converting Holder’s receipt of the relevant Conversion Certificates, whereupon the Company and the Converting Holder each shall be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that any payments contemplated by this Section 6(d) of this Agreement which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation. (e) If, after the Holder has submitted a Notice of Conversion, the Company fails for any reason to deliver the Conversion Certificates by the relevant delivery date therefor, and at any time thereafter prior to the actual delivery of the Conversion Certificates the Converting Holder purchases, in an arm’s-length open market transaction or otherwise, shares of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Converting Holder (the “Sold Shares”), which delivery such Converting Holder anticipated to make using the shares to be issued upon such conversion (a “Buy-In”), the Converting Holder shall have the right to require the Company of to pay to the provisions of this Section, that the Buyers shall be entitledConverting Holder, in addition to all and not in lieu of the amounts contemplated in other provisions of the Transaction Agreements, including, but not limited to, the provisions of the immediately preceding Section 6(d)), the Buy-In Adjustment Amount (as defined below). The “Buy-In Adjustment Amount” is the amount equal to the number of Sold Shares multiplied by the excess, if any, of (x) the Holder’s total purchase price per share (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds per share (after brokerage commissions, if any) received by the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately available remediesfunds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to an injunction restraining any breach and requiring immediate transfercover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, without the necessity of showing economic loss and without any bond or other security being requiredBuy-In Adjustment Amount which Company will be required to pay to the Holder will be $1,000.

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 Company Exchange Shares and/or Conversion Shares and Warrant Shares, prior 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 Company Exchange Shares and/or Conversion Shares and that the Securities Company Exchange Shares and the Conversion Shares issuable upon conversion of the Preferred Stock otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing contained in this Section 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 Company Exchange Shares and/or Conversion Shares. If a If, at any time, Buyer or Tadeo provides the Company with ▇▇▇▇ an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a the resale by Buyer and Tadeo of such Buyer of any of the Securities Company Excha▇▇▇ ▇hares and/or Conversion Shares is not required under the 1933 ActSecurities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, and, in the case transfer of the such Company Exchange Shares and/or Conversion Shares and Warrant Sharesand, promptly instruct its the Company's transfer agent to issue one or more certificates for Company Common Stock without any restrictive legends endorsed thereon. B. Tadeo undertakes and agr▇▇▇ ▇▇▇▇ no instructions other than the instructions referred to in this Section V and customary stop transfer instructions prior to the registration and sale of the Tadeo Exchange Shares pursu▇▇▇ ▇o an effective Securities Act registration statement will be given to its transfer agent for Tadeo Exchange Shares and t▇▇▇ ▇he Tadeo Exchange Shares other▇▇▇▇ shall be freely transferable on the books and records of Tadeo as and to the extent ▇▇▇▇▇ded in this Agreement and applicable law. Nothing contained in this Section V.B. shall affect in any way the Company's obligations and agreement to comply with all applicable securities laws upon resale of such name Tadeo Exchange Shares. If, ▇▇ ▇▇y time, Company provides Tadeo with an opinion of co▇▇▇▇▇ reasonably satisfactory to Tadeo that registration of ▇▇▇ ▇esale by Company of such Tadeo Exchange Shares is no▇ ▇▇▇uired under the Securities Act and that the removal of restrictive legends is permitted under applicable law, the Tadeo shall permit the tran▇▇▇▇ of such Tadeo Exchange Shares and, ▇▇▇▇▇tly instruct Tadeo's transfer agent to i▇▇▇▇ ▇▇e or more certificates for Tadeo Common Stock without ▇▇▇ ▇estrictive legends endorsed thereon. C. The Company shall permit Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the Company 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 Company Common Stock issuable upon conversion of any Preferred Stock (together with certificates evidencing any Preferred Stock 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 five business days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Stock being converted. Buyer shall indemnify the Company for any damages to third parties as a result of a claim by such third party to ownership of the Preferred Stock converted prior to receipt of the Preferred Stock by the Company. D. The Company understands that a delay in the Buyers shall be entitled, issuance of the shares of Company Common Stock upon the conversion of the Preferred Stock could result in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss to Buyer. As compensation to Buyer for such loss (and without any bond or other security being required.not as a penalty), the Company agrees to pay to Buyer for late issuance of Company Common Stock issuable upon conversion of the Preferred Stock in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Delivery Date):

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions 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 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 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 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 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 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, by 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 warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon exercise of the Warrant or conversion of the Note , registered in the name of each Buyer or its nomineeif applicable, 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 be specified by the Holder in connection with each exercise of the Conversion Warrant or conversion of the Note , if applicable,. Except as so provided, the 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 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. 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 Warrant Shares and Warrant Sharesshares issuable upon conversion of the Note, 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 Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Subject to the Buyers, by vitiating the intent and purpose provisions of the transaction contemplated hereby. Accordinglythis Agreement, the Company acknowledges will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company understands that a delay in the remedy at law issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Warrant) could result in economic loss to the Buyer. As compensation to the Buyer for a breach such loss, the Company agrees to pay late payments to the Buyer for late issuance of its obligations Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised -------------------------------------------------------------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(e)) for such delay. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (ii) If, by the close of business on the fifth Trading Day after the Delivery Date, the Company fails for any reason to deliver the Shares to be issued upon exercise of the Warrant and after such fifth Trading Day, the Holder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Company of Exercising Holder (the provisions of this Section"Sold Shares"), that which delivery such Exercising Holder anticipated to make using the Buyers Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall be entitledhave the right, 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 Purchase Price for each Debenture 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 Debenture 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 Debenture. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(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, its transfer agent 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. b. The Company will permit the Buyer to exercise its right to convert the Debenture by telecopying an executed and completed Notice of Conversion, in the form attached to the Form of Debenture attached hereto as ANNEX I, to the Company and delivering within three business days thereafter, the original Notice of Conversion and the Debenture representing the Shares to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing the any principal amount not so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three business days after receipt by the transfer agent of the original Notice of Conversion and the Debenture representing the Shares to be converted (the "Delivery Date"). d. The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyers, by vitiating Buyer. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay late payments 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 five (5) business days from Delivery Date: Late Payment For Each $10,000 of Debenture No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $ 100 2 $ 200 3 $ 300 4 $ 400 5 $ 500 6 $ 600 7 $ 700 8 $ 800 9 $ 900 10 $1,000 >10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be 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 Section, that Conversion by delivering a notice to such effect to the Buyers Company whereupon the Company and the Buyer shall each be entitled, in addition restored to all other available remedies, their respective positions immediately prior to an injunction restraining any breach and requiring immediate transfer, without the necessity delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion.

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. 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 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.

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 Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon proper conversion of the Debentures or exercise Notes in the form of the Warrants Exhibit G attached hereto (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 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 Company, subject to the extent provided in this Agreement and the Registration Rights Agreementrequirements of applicable law. Nothing in this Section 3.16 shall affect in any way the Buyer's each Purchaser’s obligations and agreement agreements set forth in Section 2(g) hereof 5.1 to comply with all applicable prospectus delivery requirements, if any, or other exemption from registration upon resale of the SecuritiesConversion Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares may be made without registration under the Securities Act or the Purchaser provides the Company in form, substance and scope, with reasonable assurances that registration the Conversion 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 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 BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.16 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.16, 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 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 6.18 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) 4.6 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56.12, and stop transfer instructions to give effect to Section 2(f) 4.6 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 6.12 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 6.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6.12, 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 agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for (i) the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Debentures in accordance with the terms and conditions of the Transaction Documents 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 in accordance with the terms and conditions of the Transaction Documents (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 that, except as set forth in the Transaction Documents, 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 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 arising under this Section 5 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 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 a. Promptly following the delivery by the Buyer of the Purchase Price for each Debenture 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 Debenture 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 Debenture. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(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, its transfer agent 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. . b. The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Debenture and/or exercise the Warrant, as the case may be,by it telecopying an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion or Exercice Notice, as the case may be, in the respective forms attached to the BuyersForm of Debenture attached hereto as ANNEX I and Form of Warrant attached hereto as Annex V, to the Company and delivering within three business days thereafter, the original Notice of Conversion and the Debenture representing the Shares, or the original Exercise Notice and Warrant, to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion or Exercise Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date or exercise date.. The Company will transmit, or cause to be transmitted, the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing any principal amount not so converted) or exercise of the Warrant (together with a replacement Warrant representing any portion not exercised) to the Buyer via express courier, by vitiating electronic transfer or otherwise, within three (3) business days after receipt by the intent and purpose Company or its transfer agent of the transaction contemplated hereby. Accordinglyoriginal Notice of Conversion and the Debenture representing the Shares to be converted or the original Exercise Notice and Warrant (the "DELIVERY DATE"). d. In lieu of delivering physical certificate representing the Common Stock issuable upon conversion of a Debenture or exercise of a Warrant, provided the company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Aautomated Securities Transfer program, upon request of the Buyer and its compliance with the provisions contained in this paragraph, so long as the certificates do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company 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 upon conversion or exercise 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 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 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 immediae 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 INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant the Dividend Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares 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 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 Purchase Price for the Initial 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, 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 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 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 the Buyer. b. Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon the conversion of any Preferred Stock by a person who is a non-U.S. Person, and following the expiration of any then applicable Restricted Period (as those terms are defined in Regulation S), the Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5, however, shall affect in any way Buyer's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. (i) The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Preferred Stock by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent telecopying or delivering an executed 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.completed

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 under the Securities Act of the Conversion Shares and Warrant Common Stock issuable upon conversion of the Preferred Shares, prior to registration or in lieu of dividend payments on the Preferred Shares or upon exercise of the Conversion Shares and Warrant Shares under the 1933 Act)Warrants, 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, accordance with clause (1 )(B) of Section 4(a) of this Agreement that registration of a resale by such Buyer the Purchaser of any of the Securities 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 Purchaser to exercise its right to convert the Preferred Shares 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 Preferred Shares) 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. AccordinglyPreferred Shares or upon exercise of any Warrants (together with the Preferred Shares not so converted, or the Company acknowledges that Warrants not so exercised) to 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) three (3) business days after the Conversion Date and agrees, in the event of a breach or threatened breach (ii) three (3) business days after receipt by the Company of the provisions original Notice of Conversion (and the related original Preferred Shares) or Form of Election to Purchase (and the related original Warrants), as applicable. For purposes of this SectionAgreement, that such conversion of the Buyers Preferred Shares 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 Preferred Shares or 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 Purchaser if Purchaser shall have previously instructed its 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 Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay to Purchaser for late issuance of Common Stock upon conversion of the Preferred Shares or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of Preferred Shares 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 Purchaser's right to pursue actual damages for the Company's failure to issue and deliver shares of Common Stock to Purchaser. Furthermore, in addition to all any other remedies which may be available remediesto Purchaser, in the event that the Company fails for any reason to an injunction restraining any breach effect delivery of such Common Stock within five (5) business days after the relevant Delivery Date, 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 requiring immediate transfer, without the necessity Purchaser shall each be restored to their respective positions immediately prior to delivery of showing economic loss and without any bond such Notice of Conversion or other security being required.Form of Election to

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 To the extent and during the periods provided in Sections 2(f) and 2(g) of the Conversion Shares and Warrant Shares under the 1933 Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), Act or without an exemption therefrom) 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 sell pursuant to an effective Registration Statement or in compliance with all an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon resale of the Securitiessecurities laws. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scopescope customary for opinions of counsel in similar transactions, 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 under this Agreement 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 hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Sectionhereunder, 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 Butler Gonzalez LLP as its agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 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 INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and 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 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 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 INSTRUCTIONSTransfer Agent Instructions")) and use its best efforts, without incurring additional fees, to obtain the Transfer Agent's agreement thereto. Prior to registration of the Conversion Common Shares and 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 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 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 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 (in the form attached hereto as Exhibit E) 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 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 under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Series B 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 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 the SecuritiesSeries B Preferred Shares or Conversion 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 Securities Series B Preferred Shares 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 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 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 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 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 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 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 a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section I (c) hereof, the Company shall issue --------------------------- irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Series A Preferred or 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, 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 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 (or holder) 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 (or holder) 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 Series A Preferred or Common Stock without legend in such name and in such denominations as specified by such Buyerthe Buyer (or holder). b. The Company will permit the Buyer or holder to exercise its right to convert the Preferred Stock by faxing an executed and completed Notice of Conversion to the Company and delivering within three business days thereafter, a copy or the original Notice of Conversion and the original Preferred Stock certificate representing a sufficient number of shares to the Company or transfer agent by express courier, (with a copy to the other party). Each date on which a Notice of Conversion is faxed to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges will transmit the certificates representing the Shares issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via overnight express courier, by electronic transfer or otherwise, within three business days after receipt by the Company of a Notice of Conversion and the original Preferred Stock certificates (the "Delivery Date"). c. The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyers, by vitiating Buyer. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay Buyer or holder for late issuance and delivery of the remedy at law 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 the Delivery Date. [ ROTI; 1/27/98; 1:14 PM; Late Payment For Each $10,000 Preferred No. Business Days Late Share Being Converted ---------------------- --------------------- 1 0 2 0 3 $50 4 $100 5 $150 6 $200 7 $250 8 $300 9 $400 10 $500 (less than) 10 $500 plus $50 for a breach of its obligations each Business Day Late beyond 10 days The Company shall pay by check any late payments to Buyer or holder incurred under this Section 5 will section and deliver such payments by overnight courier on the 15th and last day of each month. The amount of such payment shall include amounts owed under this section through the 14th and next to last day of each month. Alternatively, Buyer or holder may elect to receive payment in Shares at the conversion rate detailed in the Statement of Resolution for the Preferred Stock. 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 at its option to revoke the relevant Notice of this Section, that Conversion by delivering notice to such effect to the Buyers Company whereupon the Company and the Buyer shall each be entitled, in addition restored to all other available remedies, their respective positions immediately prior to an injunction restraining any breach and requiring immediate transfer, without the necessity delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion.

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 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 (i) the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Debentures in accordance with the terms and conditions of the Transaction Documents 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 in accordance with the terms and conditions of the Transaction Documents (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to to Exhibit 4.1 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 that, except as set forth in the Transaction Documents, 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 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 arising under this Section 5 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 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 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 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), ▇▇▇▇ ▇▇▇) 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 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 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 ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇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(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 Comp▇▇▇ ▇▇ ▇ts 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 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 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 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") 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 Preferred Shares and the Warrants (and receipt of appropriate representations from the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior Buyer as to registration compliance with the prospectus delivery requirements of the Conversion Shares 1933 Act and Warrant Shares under opinions from counsel to the 1933 Act, all Company. All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and or Warrant Shares, prior to registration of the Conversion Shares and or Warrant Shares under the 1933 Act), Act or in the event that the registration statement covering the Conversion Shares or the Warrant Shares is required to be suspended or withdrawn) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights AgreementAgreement and, if applicable, subject to such opinions of counsel of the Company as the Company's transfer agent may request. Nothing in this Section 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 requirementsrequirements under the 1933 Act, 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 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, by 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 Buyer or its nominee, for the Conversion Shares and Warrant Investment Option 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 and Investment Options (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Investment Option Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that, assuming the Buyers are not "affiliates" of the Company under applicable federal securities law, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, the notification by the Company to the transfer agent of the conversion of the Preferred Shares or the exercise of the Investment Options and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Investment Option Shares, prior to the effectiveness of the registration of statement relating to the Conversion Shares and Warrant Investment Option 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 Principal Borrower shall issue --------------------------- irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, certificates registered in the name of each Buyer Lender or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer Lender to the Company upon proper conversion Principal Borrower in the form of the Debentures or exercise of the Warrants Exhibit G attached hereto (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 Principal Borrower warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 52.10, and stop transfer instructions to give effect to the Lock-Up Agreement or Section 2(f) hereof (in the case of the Conversion Shares 6.4 and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)Section 6.5 hereof, will be given by the Company Principal Borrower to its 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 Principal Borrower, 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 Lender effects a sale, assignment or transfer of Shares in accordance with the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance Lock-Up Agreement and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 ActSection 6.4 and Section 6.5, the Company Principal Borrower shall permit the transfer, and, in the case of the Conversion Shares transfer and Warrant Shares, shall promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerLender to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144 under the 1933 Act, the transfer agent shall issue such Shares to such Lender, assignee or transferee, as the case may be, without any restrictive legend. The Company Principal Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Lender. Accordingly, the Company Principal Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 2.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Principal Borrower of the provisions of this SectionSection 2.10, that the Buyers a Lender shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions 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 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 and received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any Debenture or upon exercise of any Warrants (together with the debentures not so converted, or the Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days in the case of conversion of the Debentures or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, such 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 Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. d. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of the Debentures or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the 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 (in the form attached hereto as Exhibit D) to issue certificates, or at the Buyer's request, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each the Buyer or its nomineenominee(s), for the Conversion Shares and or Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon proper conversion of the Debentures Convertible Note or exercise of the Warrants Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSInstructions"). 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 Agreement, the Registration Rights Agreement, the Convertible Note and the Warrants. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement 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 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 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 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 Common Shares issued hereunder and the Warrant Shares issued upon exercise of the Warrants 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 Investor (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 relating to the Common Shares or Warrant Shares 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), Article IV will be given by the Company to its transfer agent and that the Securities Common Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and contemplated by Article VI below when the legend referred to the extent provided in this Agreement and the Registration Rights Agreementtherein may be removed. Nothing in this Section Article IV shall affect in any way the BuyerInvestor's obligations and agreement agreements set forth in Section 2(g2.2(d) 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 Common Shares and Warrant Shares, promptly . The Company shall 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 Section, 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 a. Promptly following the Tranche I Closing Date, 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 Preferred Stock and/or exercise of each Buyer or its nominee, for the Conversion Shares and Warrant Shares Warrants in such amounts as specified from time to time by each Buyer the Company 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 Acttransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(d) of this AgreementAgreement prior to registration of the Shares under the 1933 Act and resale of the Shares, registered in the name of the Buyers or its nominee and in such denominations to be specified by the Buyers in connection with each conversion of the Preferred Stock and/or exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(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 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 Buyer provides the Buyers provide 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 the Buyers 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 Shares 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 Buyerthe Buyers. b. The Company will permit the Buyers to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion and the certificates representing the Preferred Stock being converted to the Company by express courier, with a copy to the transfer agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach by it will transmit the certificates representing the Converted Shares issuable upon conversion of its obligations hereunder will cause irreparable harm any Preferred Stock (together with certificates representing the Preferred Stock 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 three (3) business days after receipt by the Company of the provisions original Notice of this Section, Conversion and the certificate representing the Preferred Stock being 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 Buyers. As compensation to the Buyers shall be entitledfor such loss, the Company agrees to pay late payments to the Buyers for late issuance of Shares upon Conversion 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.accordance with the

Transfer Agent Instructions. The Company may deliver to Purchaser the Transfer Agent Instructions, executed by the Company and the Company's transfer agent, at any time up to thirty (30) days after the First Closing. The Company shall issue --------------------------- irrevocable instructions the 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. 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) 4.6 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 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 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 Comp▇▇▇ ▇▇ ▇ts 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 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 Note or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, 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 the 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 the 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 the 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 the Investor or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time (the “Irrevocable Transfer Agent Instructions”) on or before the Closing 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 effective 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 Investor 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 Investor as and when required by the Agreement. Nothing in this Section shall affect in any way the Buyer's Investor’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 BuyersInvestor, 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 Investor 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 warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon exercise of the Warrant or conversion of the Note , registered in the name of each Buyer or its nomineeif applicable, 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 be specified by the Holder in connection with each exercise of the Conversion Warrant or conversion of the Note , if applicable,. Except as so provided, the 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 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. 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 Warrant Shares and Warrant Sharesshares issuable upon conversion of the Note, 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 Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Subject 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 SectionAgreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company understands that a delay in the Buyers shall be entitled, issuance of the Shares of Common Stock beyond the Delivery Date (as defined in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing Warrant) could result in economic loss and without any bond or other security being required.to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date):

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 a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Initial 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, 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 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 without legend 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 three (3) business days thereafter, the original Notice of Conversion and the certificates representing the Preferred Stock being converted to the Company by express courier, with a copy to the transfer agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach by it will transmit the certificates representing the Converted Shares issuable upon conversion of its obligations hereunder will cause irreparable harm any Preferred Stock (together with certificates representing the Preferred Stock 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 three (3) business days after receipt by the Company of the provisions original Notice of Conversion and the certificate representing the Preferred Stock being converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from Delivery Date); provided, however, the Company shall not be obligated to make any payment under this SectionSection if the cause of such delay in the issuance of the Shares of Common Stock is not caused by the Company or is the result of an act, that omission or circumstance beyond the Buyers control of the Company. Late Payment For Each $10,000 of Initial 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 be entitledpay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Common Stock to the Buyer. Furthermore, in addition to all any other remedies which may be available remediesto the Buyer, in the event that the Company fails for any reason to an injunction restraining any breach effect delivery of such shares of Common Stock within five (5) business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and requiring immediate transferthe Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion. d. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, without provided the necessity Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of showing economic loss the Buyer and without any bond or other security being requiredits compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Buyer by crediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. 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 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 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 Acttransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the 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 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 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 in the form annexed hereto to the Company's Transfer Agent, with a copy to the Company and delivering within three 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 Conversion and the certificate for the Preferred Stock representing the Shares to be converted (such fifth day after such receipt by the Company is herein referred to as the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment For Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $50 2 $100 3 $150 4 $200 5 $250 6 $300 7 $350 8 $400 9 $450 10 $500 >10 $500 + $100 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section, that Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Buyers shall be entitledCompany's failure to issue and delivery Common Stock to the Buyer. Furthermore, in addition to all any other remedies which may be available remediesto the Buyer, in the event that 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 Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and requiring immediate transferthe Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, without the necessity late payments described above shall not be due and payable). d. In lieu of showing economic loss delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company (ADTC) Fast Automated Securities Transfer program, upon request of the Buyer and without any bond or other security being requiredits compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Buyer by crediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in 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 event that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares 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 such as but not limited to a Rule 144 opinion, is needed for any matter related to this Note or the Company in formCommon Stock the Lender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, substance and scope, that registration then the Lender shall provide the Borrower with written notice. Within three (3) business days of a resale by such Buyer of any of the Securities is not required under the 1933 Actreceiving written notice, the Company Borrower shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to rely upon opinions from the Lender's counsel. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the reliance instruction is delivered to the transfer agent. If the Lender requests that the Borrower's counsel issue one or more certificates in such name and in such denominations as specified by such Buyeran opinion, then the Borrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Company Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144. In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Reliance Letter in a form as initially delivered pursuant to this Note. The Borrower warrants that it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for the Securities to be issued to the Lender and it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Lender by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 will Note may be inadequate and agrees, in the event of a breach or threatened breach by the Company Borrower of the provisions of this Sectionthese provisions, that the Buyers Lender 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 the Closing Date, the Company shall issue --------------------------- execute and deliver irrevocable written instructions to its the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificatescertificates representing Conversion Shares upon conversion of the Notes and receipt of a valid Conversion Notice (as defined in the Notes) from a Purchaser, registered in the amount specified in such Conversion Notice, in the name of each Buyer such Purchaser or its nominee, for the Conversion Shares and (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such amounts Exercise Notice, in the name of such Purchaser or its nominee and (iii) to deliver such certificates to such Purchaser no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as specified from time defined in the Notes) or Exercise Date (as defined in the Warrant), as the case may be. Such certificates may bear legends pursuant to time by each Buyer applicable provisions of this Agreement or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to the Company an Purchaser upon proper conversion of the Debentures Notes, or exercise of the Warrants Warrants, and as long as the Transfer Agent is a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and such Purchaser has not informed the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior Company that it wishes to registration receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of the Conversion Shares and or Warrant Shares under Shares, as the 1933 Actcase may be, all by crediting the account of such certificates shall bear Purchaser or its nominee at DTC for the restrictive legend number of shares for which delivery is required hereunder within the time frame specified in Section 2(g) above for delivery of this Agreementcertificates. The Company warrants represents to and agrees with each Purchaser that no it will not give any instruction other than to the Irrevocable Transfer Agent Instructions referred that will conflict with the foregoing instruction or otherwise restrict such Purchaser’s right to convert the Notes or to receive Conversion Shares in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in accordance with the case terms of the Conversion Notes or to exercise the Warrant or to receive Warrant Shares and Warrant Shares, prior to registration upon exercise of the Conversion Shares and Warrant Shares under Warrants. In the 1933 Act)event that the Company’s relationship with the Transfer Agent should be terminated for any reason, will be given the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company to its transfer agent and that receives 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 Agreementinstructions described above. Nothing in this Section shall affect in any way the Buyer's obligations and agreement The legend set forth in Section 2(g) hereof 2.7 shall be removed and the Company shall issue a certificate without such legend or any other legend to comply with all the holder of the applicable prospectus delivery requirementsSecurities upon which it is stamped, if any(i) such Securities are registered for resale under the Securities Act, upon resale of the Securities. If (ii) in connection with a Buyer sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such sale, assignment or transfer of such Securities may be made without registration under the applicable requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144. Following the Effective Date or at such earlier time as a legend is no longer required, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company in form, substance and scope, that registration or the Company’s transfer agent of a resale by legended certificate representing such Buyer Securities, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. Following the Effective Date and upon the delivery to any Purchaser of any certificate representing Securities that is free from all restrictive and other legends, such Purchaser agrees that any sale of such Securities shall be made pursuant to the Registration Statement and in accordance with the plan of distribution described therein or pursuant to an available exemption from the registration requirements of the Securities is not required under Act. Without the 1933 Actconsent of a majority of the Holders or specific instruction from the SEC or other applicable regulatory body, the Company shall permit the transfer, and, in the case may not make any notation on its records or give instructions to any transfer agent of the Conversion Shares and Warrant Shares, promptly instruct its Company that enlarge the restrictions on transfer agent to issue one or more certificates set forth in such name and in such denominations as specified by such BuyerSection 2.6. The Company acknowledges that a breach by it of will not effect or publicly announce its obligations hereunder will cause irreparable harm intention to the Buyerseffect any exchange, by 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 recapitalization or other security being requiredtransaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

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 Common Shares equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall 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 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 Common Shares containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such Common Shares (as applicable) and (ii) the Closing Sale Price of the Common Shares on the date of the Investor’s written instruction.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for each Debenture in accordance with Section l(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 Debenture 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 Debenture. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(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, its transfer agent 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. b. The Company will permit the Buyer to exercise its right to convert the Debenture by telecopying an executed and completed Notice of Conversion, in the form attached to the Form of Debenture attached hereto as Annex I, to the Company and delivering within three business days thereafter, the original Notice of Conversion and the Debenture representing the Shares to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing the any principal amount not so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three business days after receipt by the transfer agent of the original Notice of Conversion and the Debenture representing the Shares to be converted (the "Delivery Date"). d. The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyers, by vitiating Buyer. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay late payments 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 five (5) business days from Delivery Date: Late Payment For Each $10,000 of Debenture No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 > 10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be 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 Section, that Conversion by delivering a notice to such effect to the Buyers Company whereupon the Company and the Buyer shall each be entitled, in addition restored to all other available remedies, their respective positions immediately prior to an injunction restraining any breach and requiring immediate transfer, without the necessity delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion.

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 D 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 D 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 D 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 D 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 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 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 a. Promptly following the purchase by the Buyer of 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 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 AgreementPreferred Stock. 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 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 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 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 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 their rights to convert the Preferred Stock 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 Preferred Stock 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. 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 agent for purpose of having certificate▇ ▇▇▇▇▇▇ , registered ▇▇▇▇stered 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 cash fee of Fifty Dollars ($50) ▇▇▇ ▇▇▇▇▇ ▇ccasion 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 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, 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 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. 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 ActSecurities Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g5(l) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares 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 Notes and Warrants; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in this Section shall affect transferring (or issuing) (electronically or in certificated form) any way the Buyer's obligations and agreement set forth in Section 2(g) hereof certificate for Conversion Shares or Warrant Shares to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If be issued to a Buyer provides the Company with an opinion upon conversion or exercise of counsel, reasonably satisfactory or otherwise pursuant to the Company Notes or the Warrants (as applicable), as and when required by the Notes or the Warrants (as applicable) and this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in form, substance and scope, that registration of a resale by such Buyer of respect thereof) on any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the certificate for any Conversion Shares and Warrant SharesShares as contemplated by the terms of this Agreement, promptly instruct its transfer agent to issue one or more certificates in such name the Notes and in such denominations as specified by such Buyerthe Warrants. 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 transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, 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 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 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 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.