Common use of Transfer Agent Instructions Clause in Contracts

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

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees agrees, commencing December 27, 2005, to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).):

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue --------------------------- irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Debentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Buyer of the aggregate purchase price Company's agent for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct purpose instructing its transfer agent to issue Common Stock from time certificates or credit shares to time the applicable balance accounts at The Depository Trust Company ("DTC"), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares issued upon conversion of the Preferred Stock in such amounts Debenture or exercise of the Warrants as specified from time to time by each Buyer to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each upon conversion of the Preferred StockDebenture or exercise of the Warrants. The Company shall not change its transfer agent without the express written consent of the Buyers, which may be withheld by the Buyers in their sole discretion. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 7 will be given by the Company to the its transfer agent agent, and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 4(f), the Registration Rights AgreementCompany shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, and applicable lawtransfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Company shall instruct the transfer agent to issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 7 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and7 will be inadequate and agrees, in the case event of the Shares, promptly instruct the Company's transfer agent to issue one a breach or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 7, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock Debenture in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Debenture in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stockits Debenture. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Securities Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. (i) The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants its Debenture by telecopying an executed and completed Notice of Conversion or Notice of Exercise (as defined in the Debenture) to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion or Notice of Exercise and Conversion, together with the certificate for the Preferred Stock representing the Shares or the Warrant to the Company original Debenture, by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably shall instruct its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Purchaser or its nominee, for the Preferred Stock Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the transfer agentConversion Shares under the Securities Act or resale of such Securities under Rule 144, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof in the case of the Conversion Shares prior to registration and sale of the Conversion Shares under the 1933 Act Securities Act, will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, Agreement and applicable lawthe Debentures. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(f) hereof not to comply resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with all such a sale) or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of the Securitieslaw. If the Buyer a Purchaser provides the Company with an opinion of counsel, which opinion of counsel reasonably satisfactory shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to a Purchaser by vitiating the Buyer to exercise its right to convert intent and purpose of the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that a Purchaser shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following Within two (2) Business Days from the delivery approval of the issuance of the shares hereunder by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereofPrincipal Market, the Company will irrevocably instruct shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit D attached hereto with respect to the issuance of the Initial Purchase Shares and the Commitment Shares. On the Commencement Date, the Company shall cause any restrictive legend on the Initial Purchase Shares and the Commitment Shares to be removed upon surrender of the originally issued certificate(s) for such shares. So long as the Buyer complies with its obligations in Section 4(g), all of the additional Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent agent, to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by for the Buyer in connection with each conversion of Purchase Shares (the Preferred Stock“Irrevocable Transfer Agent Instructions”). The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares and that the Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(e) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise Commitment Shares and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Initial Purchase Shares. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable --------------------------- instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act will ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in form and substance generally acceptable to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior and any subsequent transfer agent, to registration of the Shares under the 1933 Actissue certificates, registered in the name of the Buyer or its nominee and in such denominations respective nominee(s), for the Conversion Shares from time to be specified by the Buyer in connection with each time upon conversion of a Debenture (the Preferred Stock"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company warrants to the Buyer that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the its transfer agent with respect to the Securities and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable lawAgreement subject to the provisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably counsel, in a form reasonable satisfactory to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant ): (9)(91) (1) Example: Notice of Conversion is delivered on Monday, June 5, 2006. The Delivery Date would be Thursday June 8 (the third Trading Day after such delivery). If the certificate is delivered by delivering a notice to such effect to Wednesday, June 14 (4 Trading Days after the Company whereupon Delivery Date), no payment under this provision is due. If the Company and certificates are delivered on June 15, that is 1 "Business Day Late" in the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and table below; if delivered on June 20, that is 4 "Business Days Late" in such event, the late payments described above shall not be due and payable)table.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock and exercise Debentures in the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Debentures. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debentures) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days which is beyond three two (32) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).):

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Purchaser or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockPurchaser. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement 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 of the Securities and, in the case of the SharesSecurities, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerPurchaser. b. The In lieu of delivering physical certificates representing the Securities, provided the Company’s transfer agent is participating in the Depository Trust Company will permit (“DTC”) Fast Automated Securities Transfer program, upon request of the Buyer to exercise Holder and its right to convert compliance with the Preferred Stock and exercise provisions contained in this paragraph, so long as the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise certificates therefor do not bear a legend and the Holder thereof is not obligated to return such certificate for the Preferred Stock representing the Shares or the Warrant to placement of a legend thereon, the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied shall use its best efforts to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and cause its transfer agent to electronically transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt Holder by crediting the company account of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion in the form attached hereto as Exhibit B for the purpose of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Acthaving certificates issued, registered in the name of the Buyer or its nominee respective nominee(s), for the Conversion Shares representing such amounts of Securities as specified from time to time by the Buyer to the Company upon conversion of the Securities, for interest owed pursuant to the Securities, and for any and all Liquidated Damages (as this term is defined in such denominations to the Investor Registration Rights Agreement). (b) The Company shall not change its transfer agent without the express written consent of the Buyer, which may be specified withheld by the Buyer in connection with each conversion of the Preferred Stock. its sole discretion. (c) The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 5 will be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel reasonably satisfactory in comparable transactions to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Conversion Shares is not required under the 1933 Securities Act, the Company shall (except as provided in clause within two (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly business days instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. (e) The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue Common Stock from time certificates, or at a Buyer's request, to time upon conversion electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company in accordance with the terms of and upon exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentCommon Stock and the Warrant Shares under the 1933 Act, bearing such certificates shall bear the restrictive legend specified in Section 4(b3(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction with respect to the Securities other than such instructions (i) the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement6, and (ii) stop transfer instructions (a) to give effect to Section 4(a3(f) hereof (in the case of the Common Stock and the Warrant Shares, prior to registration and sale of the Common Stock and the Warrant Shares under the 1933 Act Act), (b) to comply with any SEC or court order, or (c) to suspend use of a then effective registration statement in the event an amendment or supplement thereto is necessary, will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, the Registration Rights Agreement, and applicable lawClosing Agreements. Nothing in this Section 6 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Common Stock or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 6 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 6, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and upon payment by the Company of dividends on the Preferred Shares in Dividend Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Dividend Shares, prior to registration and sale of the Conversion Shares and the Dividend Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Dividend Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and, if such opinion provides that such legends can be removed, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to security being required. Each of the Buyer, Buyers acknowledge that the Company's transfer agent is not a participant in the event electronic book entry transfer program and that such Buyer may not instruct the transfer agent to make electronic book entry transfers unless the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after gives the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering Buyers notice that its transfer agent is a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and participant in such event, the late payments described above shall not be due and payable)that program.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent in the form attached as Exhibit D hereto, and any subsequent transfer agent, to --------- issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and upon payment by the Company of dividends on the Preferred Shares in Dividend Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Dividend Shares, prior to registration and sale of the Conversion Shares and the Dividend Shares under the 1933 Act Act) will be given by the Company to the its transfer agent and that the Shares ▇▇▇▇ ▇▇e Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Dividend Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c(a) hereof, the The Company will irrevocably shall instruct its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Purchaser or its nominee, for the Preferred Stock Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each upon conversion of the Preferred Stock. Shares or exercise of the Warrants, as applicable. (b) The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof in the case of the transfer of the Conversion Shares or Warrant Shares prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Securities Act or without an exemption therefrom, will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale law. (c) If a Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the Securities. If effect that the Buyer Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or a Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company reasonable assurances that registration of a resale by the Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be sold under the 1933 ActRule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyersuch Purchaser. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws the prospectus delivery requirements, if any, upon resale of the Securities, as well as the other provisions of this Agreement and the other agreements contemplated hereby, including the Buyers' agreement to redeliver any Security issued without a legend (electronically or otherwise) transferred by the Buyer in a transaction other than pursuant to a registered public sale or Rule 144 for appropriate certification and legending. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer a Lender or its nominee and in such denominations to be specified by the Buyer such Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyera Lender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer a Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer such Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyersuch Lender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lenders to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the Buyera Lender. As compensation to the Buyer Lenders for such loss, the Company agrees agrees, commencing thirty (30) days after the Certificate of Incorporation Amendment Filing Date, to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lenders for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion ): (and in such event, the late payments described above shall not be due and payable1).

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series B Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the 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 the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries B Preferred Shares or Conversion Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series B Preferred Shares or the Conversion Shares 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 of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock Initial Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockDebenture. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares or the Warrant Shares, as the case may be, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. (i) The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants Debenture by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three five (5) business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant Debentures being converted to the Company by express courier. Each , with a copy to the transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by the holder of the Debentures, the date on which a specified in the Notice of Conversion, provided the copy of the Notice of Conversion or Notice of Exercise is telecopied to and received by or otherwise delivered to the Company in accordance with the provisions hereof so that is received by the Company on or before such specified date. The Conversion Date for the mandatory conversion at maturity shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company Maturity Date of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Debenture. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions in the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct form attached hereto as EXHIBIT E to its transfer agent to issue Common Stock from time to time upon conversion irrevocably appointing Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇aving certificates issued, registered in the name of the Preferred Stock in Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Secured Convertible Debentures as specified from time to time by the Company Buyer(s) to the Company upon conversion of the Secured Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇ifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agentagent without the express written consent of the Buyer(s), bearing which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares prior to registration and sale of the Shares such shares under the 1933 Act Act) will be given by the Company to the Com▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreement, the Investor Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and5 will be inadequate and agrees, in the case event of the Shares, promptly instruct the Company's transfer agent to issue one a breach or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer(s) shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Purchaser or its respective nominee(s), for the Conversion Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares in such amounts as specified from time to time by the Company Purchaser to the transfer agentCompany upon conversion of the Bridge Notes, bearing except as provided in Section 7.8 herein. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(b) 4.7 of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement7.12, and stop transfer instructions to give effect to Section 4(a) 4.7 hereof (in the case of the Conversion Shares, prior to registration and sale of the Shares such shares under the 1933 Act will A▇▇) ▇▇▇▇ be given by the Company to the its transfer agent and that the Bridge Notes and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesBridge Notes or Conversion Shares. If the Buyer Purchaser provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Bridge Notes or Conversion Shares is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Purchaser by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 7.12 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 7.12, that the Purchaser shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following A. The Company undertakes and agrees that no instruction other than the delivery by instructions referred to in this Section V and customary stop transfer instructions prior to the Buyer registration and sale of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company Exchange Shares and/or Conversion Shares pursuant to an effective Securities Act registration statement will irrevocably instruct be given to its transfer agent to issue Common Stock from time to time for the Company Exchange Shares and/or Conversion Shares and that the Company Exchange Shares and the Conversion Shares issuable upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securitiessuch Company Exchange Shares and/or Conversion Shares. If the If, at any time, Buyer or Tadeo provides the Company with ▇▇▇▇ an opinion of counsel reasonably satisfactory to the Company that registration of a the resale by the Buyer and Tadeo of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement such 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities such Company Exchange Shares and/or Conversion Shares and, in the case of the Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Company Common Stock in such name and in such denominations as specified by the Buyerwithout any restrictive legends endorsed thereon. b. 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 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 will shall permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courierCompany. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and Company shall transmit the certificates representing evidencing the Shares shares of Company Common Stock issuable upon conversion of any Preferred Stock (together with the certificates evidencing any Preferred Stock representing the Shares not being so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three five business days after receipt by the company Company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (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. c. D. The Company understands that a delay in the issuance of the Shares shares of Company Common Stock beyond upon the Delivery Date conversion of the Preferred Stock could result in economic loss to the Buyer. As compensation to the Buyer for such lossloss (and not as a penalty), the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares Company Common Stock issuable upon Conversion conversion of the Preferred Stock in accordance with the following schedule (where "No. Business Days LateDays" is defined as the number of business days beyond three five (35) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).):

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion or exercise of the Preferred Shares and the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration and sale of the Conversion Shares or Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Buyer or its respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Series B Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(g) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Shares such shares under the 1933 Act will ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Series B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If the Buyer provides the Company with an opinion of counsel reasonably counsel, satisfactory in form and substance to the Company Company, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series B Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following Immediately upon the delivery by the Buyer execution of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereofthis Agreement, the Company will irrevocably instruct shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit D attached hereto with respect to the issuance of the Commitment Shares. On the Commencement Date, the Company shall cause any restrictive legend on the Commitment Shares to be removed upon surrender of the originally issued certificate(s) for such shares. So long as the Buyer complies with its obligations in Section 4(g), all of the Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent agent, to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by for the Buyer in connection with each conversion of Purchase Shares (the Preferred Stock“Irrevocable Transfer Agent Instructions”). The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares and that the Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory subject to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) provisions of Section 4(a4(e) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Commitment Shares, promptly instruct . Without limiting the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Dateforegoing, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect acknowledges and agrees that it is subject to the Company whereupon limitations regarding disposition of Securities and other purchases or sales of the securities of the Company and set forth in Section 4(c) of the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)Registration Rights Agreement.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the Buyer name of the aggregate purchase price each Purchaser or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit H attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the Securities Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) 5.1 of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 3.16 will be given by the Company to the its transfer agent and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 3.16 shall affect in any way the Buyereach Purchaser's obligations and agreement agreements set forth in Section 5.1 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares and the Warrant Shares. If the Buyer a Purchaser provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Conversion Shares or Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Purchasers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 3.16, that the Purchasers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Buyer Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the aggregate purchase price for events described in clauses (i) and (ii) of this sentence), as directed by the Preferred 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 in accordance with Section 1(cequal to the number of Commitment Shares represented by the certificate(s) hereofor book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company will irrevocably instruct its Transfer Agent, and any successor transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts Company, as specified may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, bearing (i) irrevocable instructions in the restrictive legend specified form substantially similar to those used by the Investor in Section 4(bsubstantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement prior and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to registration be issued from and after Commencement to or for the benefit of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations Investor pursuant to this Agreement shall be specified by the Buyer in connection with each conversion of the Preferred Stockissued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a6(b) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as to the extent provided in the Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesCompany. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of Investor effects a resale by the Buyer of any sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 ActPurchase Shares, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, and shall promptly instruct the Company's Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates for Common Stock DWAC Shares in such name and in such denominations as specified by the Buyer. b. Investor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company and delivering within three business days thereafterInvestor. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 6 may be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 6, that the Investor shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event security being required. The Company agrees that if the Company fails for any reason to effect delivery fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock within five business days after containing the Delivery Date, restrictive legend from the Buyer will be entitled to revoke Investor at the relevant Notice greater of Conversion by delivering a notice to the (i) purchase price paid for such effect to shares of Common Stock (as applicable) and (ii) the Company whereupon Closing Sale Price of the Company and Common Stock on the Buyer shall each be restored to their respective positions immediately prior to delivery date of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)Investor’s written instruction.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Preferred Shares or exercise of the Warrants, and applicable lawprovided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of Buyer (who shall have previously instructed its 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 Buyer by crediting the account of Buyer's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the date upon which the Company is required to deliver shares to the Buyer under the terms of this Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required may be made without registration under the 1933 ActAct or 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the BuyerBuyer and without any restrictive legend. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Conversion Shares in such amounts as specified from time to time by such Buyer to the Company upon conversion of the Series A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), except as provided in Section 4(l) herein. Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Shares such shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesSeries A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares, is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit D) to issue Common Stock from time certificates, or at the Buyer's request, to time upon conversion electronically issue such shares (e.g., through DWAC or DTC), registered in the name of the Preferred Stock Buyer or its nominee(s), for the Conversion Shares or Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Convertible Note or exercise of the Warrants, bearing respectively (the "IRREVOCABLE TRANSFER AGENT Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act will ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, the Convertible Note and applicable lawthe Warrants. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Company, that registration of a resale by the Buyer 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 of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion in the form attached hereto as Exhibit C for the purpose of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Acthaving certificates issued, registered in the name of the Buyer or its nominee and in respective nominee(s), for the Conversion Shares representing such denominations amounts of Securities as specified from time to time by the Buyer to the Company upon conversion of the Securities. (b) The Company shall not change its transfer agent without the express written consent of the Buyer, which may be specified withheld by the Buyer in connection with each conversion of the Preferred Stock. its sole discretion. (c) The Company warrants that no instruction other than such instructions contrary to the Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 5 will be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel reasonably satisfactory in comparable transactions to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Conversion Shares is not required under the 1933 Securities Act, the Company shall (except as provided in clause within two (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly business days instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer; provided, however, that if the Company’s common stock is eligible for DWAC delivery, the Conversion Shares will be delivered by DWAC. b. (e) The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the 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, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement agreements set forth in Sections 2(f), 2(g) and 4(m) hereof to comply with Rule 144 and all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesSecurities and the trading restrictions applicable to the Buyer. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyer, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Buyer of the aggregate purchase price Company’s agent for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct purpose instructing its transfer agent to issue Common Stock from time certificates or credit shares to time the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares issued upon conversion of the Preferred Stock in such amounts Convertible Debentures as specified from time to time by each Buyer to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each upon conversion of the Preferred StockConvertible Debentures. The Company shall not change its transfer agent without the express written consent of the Buyers, which may be withheld by the Buyers in their sole discretion. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(g) hereof (in the case of the Conversion Shares prior to registration and sale of the Shares such shares under the 1933 Act Securities Act) will be given by the Company to the its transfer agent agent, and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Registration Rights AgreementCompany shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, and applicable lawtransfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer provides by vitiating the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any intent and purpose of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Acttransaction contemplated hereby. Accordingly, the Company shall (except as provided in clause (2) acknowledges that the remedy at law for a breach of its obligations under this Section 4(a) of this Agreement) permit the transfer of the Securities and5 will be inadequate and agrees, in the case event of the Shares, promptly instruct the Company's transfer agent to issue one a breach or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer(s) shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereofClosing Date, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares or the Warrant Shares, as the case may be, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. 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 applicable Restricted Period (as those terms are defined in Regulation S), the Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5, however, shall affect in any way Buyer's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. (i) The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by (x) telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company at (610) ▇▇▇-▇▇▇▇, ▇▇tn: Chairman (or such other telecopier number or addressee as may be identified by notice from the Company to the Buyer in the manner contemplated by Section 11 hereof) and delivering (y) delivering, within three five (5) business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate certificates for the Preferred Stock representing the Shares or the Warrant being converted to the Company by express courier. Each date on which , with a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) copy to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")transfer agent. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

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

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant ): (991) -------------------- (1) Example: Notice of Conversion is delivered on Monday, March 6, 2006. The Delivery Date would be Thursday March 9 (the third Trading Day after such delivery). If the certificate is delivered by delivering a notice to such effect to Wednesday, March 15 (4 Trading Days after the Company whereupon Delivery Date), no payment under this provision is due. If the Company and certificates are delivered on March 16, that is 1 "Business Day Late" in the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and table below; if delivered on March 21, that is 4 "Business Days Late" in such event, the late payments described above shall not be due and payable)table.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the Buyer name of the aggregate purchase price each Purchaser or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit H attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the Securities Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) 5.1 of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 3.16 will be given by the Company to the its transfer agent and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 3.16 shall affect in any way the Buyereach Purchaser's obligations and agreement agreements set forth in Section 5.1 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesConversion Shares and the Warrant Shares. If the Buyer a Purchaser provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Conversion Shares or Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Purchasers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 3.16 will 20 be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 3.16, that the Purchasers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act will ▇▇▇) ▇▇ll be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in form and substance which is generally acceptable, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory (which counsel and the form, substance and scope of such opinion shall be acceptable to the Company in its reasonable judgment), that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Debentures or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement agreements set forth in Sections 2(f), 2(g) and 4(m) hereof to comply with Rule 144 and all applicable securities laws prospectus delivery requirements, if any, upon resale of the SecuritiesSecurities and the trading restrictions applicable to the Buyer. If the Buyer provides the Company with (i) an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 ActAct or (ii) reasonable assurances that the Securities can be sold pursuant to Rule 144 under the 1933 Act (or a successor rule thereto) without any restriction as to the number of Securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock6.1. The Company warrants that no instruction covenants that, with respect to the Securities, other than such instructions referred to in this Section 5. The Registration Rights Agreement, and the stop transfer instructions to give effect to Section 4(a5.1(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by hereof, the Company to will give the transfer agent Transfer Agent no instructions inconsistent with the Transfer Agent Letter. Except as required by Sections 5.1(a) and that 5.1(b) of this Agreement and the Transfer Agent Letter, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreement, the Registration Rights Agreement, and applicable lawother Transaction Documents. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a5.1(a) of this Agreement is not required under the 1933 ActAct or upon request from a Holder while an applicable Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a5.1(a) of this Agreement) permit the transfer of the Securities and, in the case of the Conversion Shares, use its best efforts to cause the Transfer Agent to promptly electronically transmit to the Holder via the DWAC system such Conversion Shares. The Company specifically covenants that, as of the Closing Date, the (a) Transfer Agent shall be participating in the DTC/FAST Program, and (b) the Common Stock shall be DWAC Eligible. Moreover, the Company shall notify the Buyer in writing if the Company at any time while the Holder holds Securities becomes aware of any plans of the Transfer Agent to voluntarily or involuntarily terminate its participation in the DTC/FAST Program. While any Holder holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program. Nevertheless, if at any time that the Company receives a Conversion Notice the Transfer Agent is not participating in the DTC/FAST Program or the Conversion Shares are not otherwise transferable via DWAC, then the Company shall instruct the Company's transfer agent Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. The Holder. In the event the Common Stock is not DWAC Eligible on any Conversion Date, and consequently the Company will permit issues Conversion Shares pursuant to a Conversion Notice in certificated rather than electronic form, then in such event the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise amount set forth in Section 5.2(p) shall be added to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company principal balance of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Note. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediae transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Dividend Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price Purchase Price for the Initial Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon the conversion of any Preferred Stock by a person who is a non-U.S. Person, and following the expiration of any then applicable Restricted Period (as those terms are defined in Regulation S), the Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5, however, shall affect in any way Buyer's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. (i) The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying or delivering an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).completed

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees agrees, commencing thirty (30) days after the Certificate of Incorporation Amendment Filing Date, to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion ): (and in such event, the late payments described above shall not be due and payable991).

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the Buyer name of the aggregate purchase price each Purchaser or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Series A Shares or exercise of the Warrants in the form of Exhibit I attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the transfer agentConversion Shares and Warrant Shares under the Securities Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) 5.1 of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 3.16 will be given by the Company to the its transfer agent and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer a Purchaser provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Conversion Shares or 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 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 Actparticular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Purchaser and without any restrictive legend. The Company will permit the Buyer to exercise acknowledges that a breach by it of its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise obligations under this Section 3.16 may cause irreparable harm to the Company Purchasers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 3.16, that the Purchasers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

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

Transfer Agent Instructions. a. Promptly following (a) The Company shall issue the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct Transfer Agent Instructions to its transfer agent to issue Common Stock from time to time upon conversion in the form attached hereto for the purpose of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Acthaving certificates issued, registered in the name of the Buyer or its nominee respective nominee(s), for the Conversion Shares representing such amounts of Securities as specified from time to time by the Buyer to the Company upon conversion of the Securities, for interest owed pursuant to the Securities, and in such denominations to for any and all Liquidated Damages. (b) The Company shall not change its transfer agent without the express written consent of the Buyer, which may be specified withheld by the Buyer in connection with each conversion of the Preferred Stock. its sole discretion. (c) The Company warrants that no instruction other than such instructions referred to the Transfer Agent Instructions previously executed in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale favor of the Shares under the 1933 Act Buyer will be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel reasonably satisfactory in comparable transactions to the Company effect that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Conversion Shares is not required under the 1933 Securities Act, the Company shall (except as provided in clause within two (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly business days instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. (e) The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price Purchase Price for the Preferred Stock Debentures in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Converted Shares or the Warrant Shares, as the case may be, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. The Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon the conversion of any Debentures 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) Subject to the provisions of this Agreement and of the Debentures, the Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants Debentures by telecopying or delivering an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three five (5) business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant Debentures being converted to the Company by express courier. Each , with a copy to the transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by the holder of the Debentures, the date on which a specified in the Notice of Conversion, provided the copy of the Notice of Conversion or Notice of Exercise is telecopied to and received by or otherwise delivered to the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt that it is received by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Company on or before such specified date. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior Agreement. The Company shall acknowledge Conversion Notices with respect to the Preferred Shares and Subscription Notices with respect to the Warrants, as applicable, and in such acknowledgement shall appropriately instruct its transfer agent as to whether or not the Conversion Shares or Warrant Shares to be issued pursuant to the Conversion Notice or Subscription Notice, as the case may be, shall bear the restrictive legend specified in Section 2(g). After the registration of the Conversion Shares and the Warrant Shares under the 1933 Act, registered in the name of the Buyer or its nominee Company shall acknowledge Conversion Notices and Subscription Notices, as applicable, and in such denominations acknowledgement shall direct its transfer agent to be specified not place the restrictive legend on the Conversion Shares or Warrant Shares, as the case may be, by marking the Buyer "Without Restrictive Legend" box on the Conversion Notice or Subscription Notice. Nothing in connection with each conversion this Section 5 shall in any way affect the Company's obligation to deliver Conversion Shares pursuant to Section 2(f) of the Preferred StockCertificate of Designations or Warrant Shares pursuant to Section 2 of the Warrant. The Company warrants that no instruction other than such the Irrevocable Transfer Agent Instructions and the instructions regarding the restrictive legend referred to in this Section 5. The Registration Rights Agreement, and other than stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company counsel, in a generally acceptable form, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company purpose of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyertransaction contemplated hereby. As compensation to the Buyer for such lossAccordingly, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to acknowledges that the Buyer remedy at law for late issuance a breach of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred its obligations under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue 5 will be inadequate and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyeragrees, in the event that of a breach or threatened breach by the Company fails for any reason to effect delivery of such shares the provisions of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).this

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agents, and any subsequent transfer agent, to issue certificates or credit shares to the delivery by applicable balance accounts registered in the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Debentures, or exercise of the Warrants, as applicable (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, 5 and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that a public sale, assignment or transfer of Securities may be made without registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144(k), the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, At each Closing the Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (and shall issue to any subsequent transfer agent as required), to issue Common Stock from time to time upon conversion certificates, registered in the name of each such Purchaser or its respective nominee(s), for the Preferred Stock Conversion Shares and/or the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company in a form acceptable to such Purchasers (the transfer agent"Irrevocable Transfer Agent Instructions"). So long as required pursuant to Section 3.1(b), bearing all such certificates shall bear the restrictive legend specified in Section 4(b3.1(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement3.12, and stop transfer instructions to give effect to Section 4(a) hereof 3.1 (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares under the 1933 Act Securities Act) will be given by the Company to the its transfer agent and that the Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesTransaction Documents. If the Buyer a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel reasonably satisfactory in comparable transactions, to the effect that a public sale, assignment or transfer of the Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Warrants, the Conversion Shares and 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 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 Actparticular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Purchasers by violating the intent and delivering within three business days thereafterpurpose of the transactions contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 3.12 will be inadequate and agrees, in the event of a beach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 3.12, that the Purchasers, shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the Buyer name of the aggregate purchase price each Purchaser or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Preferred Shares (or Underlying Preferred Shares) or exercise of the Warrants in the form of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the Securities Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) 5.1 of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 3.12 will be given by the Company to the its transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer a Purchaser provides the Company with an opinion of counsel counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration such Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.12 will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Purchasers by vitiating the intent and delivering within three business days thereafterpurpose of the transactions contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 3.12 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 3.12, that the Purchasers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit E to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Buyer Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the aggregate purchase price for events described in clauses (i) and (ii) of this sentence), as directed by the Preferred 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 in accordance with Section 1(cequal to the number of Commitment Shares represented by the certificate(s) hereofor book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company will irrevocably instruct its Transfer Agent, and any successor transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts Company, as specified may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, bearing (i) irrevocable instructions in the restrictive legend specified form substantially similar to those used by the Investor in Section 4(bsubstantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares, and the Purchase Shares in accordance with the terms of this Agreement prior and the Registration Rights Agreement. All Purchase Shares to registration be issued from and after Commencement to or for the benefit of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations Investor pursuant to this Agreement shall be specified by the Buyer in connection with each conversion of the Preferred Stockissued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a6(b) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent Transfer Agent with respect to the Commitment Shares or the Purchase Shares from and that after Commencement, and the Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as agrees that if the Company fails to fully comply with the extent provided in the Agreement, the Registration Rights Agreement, and applicable law. Nothing in provisions of this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale 6(b) within five (5) Business Days of the Securities. If Investor providing the Buyer provides the Company with an opinion of counsel reasonably satisfactory deliveries referred to the Company that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Actabove, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit shall, at the transfer of the Securities andInvestor’s written instruction, in the case of the Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of purchase such shares of Common Stock within five business days after containing the Delivery Date, Restrictive Legend from the Buyer will be entitled to revoke Investor at the relevant Notice greater of Conversion by delivering a notice to the (i) Purchase Price or Accelerated Purchase Price paid for such effect to shares of Common Stock (as applicable) and (ii) the Company whereupon Closing Sale Price of the Company and Common Stock on the Buyer shall each be restored to their respective positions immediately prior to delivery date of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)Investor’s written instruction.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Company Buyer to the transfer agentCompany upon conversion of the Note or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration and sale of the Conversion Shares and Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyer, by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 will irrevocably instruct Sigma Designs shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer, for the Preferred Stock Shares in such amounts as specified from time to time by the Company Buyers to Sigma Designs upon conversion of the transfer agent, bearing Preferred Stock or exercise of the restrictive legend specified in Section 4(b) of this Agreement prior Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Shares under the 1933 Securities Act, registered all such certificates shall bear the restrictive legend specified in the name Section 4 of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stockthis Agreement. The Company Sigma Designs warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement6, and stop transfer instructions to give effect to Section 4(a) 4 hereof (in the case of the Shares, prior to registration and sale of the Shares such shares under the 1933 Act Securities Act) will be given by the Company Sigma Designs to the its transfer agent and that the Preferred Stock, the Warrants, and the Shares shall otherwise be freely transferable on the books and records of the Company Sigma Designs as and to the extent provided in the this Agreement, the Registration Rights Agreement, the Warrants and applicable lawlaws, including securities laws. Nothing in this Section 6 shall affect in any way the Buyer's Buyers' obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesPreferred Stock, the Warrants, or the Shares. If the either (a) a Buyer provides the Company Sigma Designs with an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company Sigma Designs, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Preferred Stock, the Warrant, or Shares is not required under the 1933 Securities Act or (b) the Shares held by such Buyer are registered under the Securities Act, the Company Sigma Designs shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the such Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. (A) Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereofClosing, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion record the issuance of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agentExchange Conversion Shares, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stockrespective Note Purchaser. The Company warrants to the Note Purchasers that if the Note Purchaser is not in breach of the representations and warranties contained in this Agreement or the Master Agreement, no instruction other than (i) such instructions referred to in this Section 5. The Registration Rights Agreement, and (ii) stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Exchange Shares under the 1933 Act will be given by the Company to the transfer agent and that that, subject to the transfer restrictions set forth in the last sentence of Section 4(a), the Exchange Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the this Agreement, the Registration Rights Agreement, Agreement and applicable law. Nothing in this Section shall affect in any way the Buyer's Note Purchasers' obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer any Note Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer such Note Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as to the extent provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafterNote Purchaser; PROVIDED, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance HOWEVER, that no such transfer shall be permitted unless it complies with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt transfer restrictions set forth in the last sentence of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"Section 4(a). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable).

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions in the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct form attached hereto as Exhibit D to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock in Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Company Buyer(s) to the transfer agentCompany upon conversion of the Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares prior to registration and sale of the Shares such shares under the 1933 Act will 193▇ ▇▇▇) ▇ill be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer Buyer(s) provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer Buyer(s) of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Conversion Shares is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, Conversion Shares promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer(s) shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its nominee, for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Buyer to the Company upon conversion or exercise of the Preferred Shares and the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions; and shall exercise best efforts following the Closing Date to obtain the written acknowledgement of such transfer agent, bearing agent of receipt of such instructions. All such certificates shall bear the restrictive legend as and when specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration and sale of the Conversion Shares or Warrant Shares under the 1933 Act Act), will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company in form, substance and scope customary for opinions of counsel in comparable transactions, that registration of a resale by the such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares or Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer. b. The Company will permit , by vitiating the Buyer to exercise its right to convert intent and purpose of the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent (the "Transfer Agent"), and any subsequent transfer agent, substantially in the form of Exhibit C hereto (the "Transfer Agent Instructions") to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Warrant Shares, as applicable in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants. Prior to registration of the transfer agentCommon Stock and Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent its Transfer Agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required or Warrant Shares may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities or Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Warrant Shares, promptly instruct the Company's transfer agent its Transfer Agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees agrees, commencing thirty (30) days after the Certificate of Incorporation Amendment Filing Date, to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion ): (and in such event, the late payments described above shall not be due and payable).991) ----------------------

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

Transfer Agent Instructions. a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. A. The Company warrants undertakes and agrees that no instruction other than such the instructions referred to in this Section 5. The Registration Rights Agreement, Article V and customary stop transfer instructions to give effect to Section 4(a) hereof prior to the registration and sale of the Shares under the 1933 Common Stock pursuant to an effective Securities Act will registration statement shall be given by the Company to the its transfer agent for the Common Stock and that the Conversion Shares, the Interest 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 the this Agreement, the Registration Rights Agreement, Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securitiessuch Common Stock. If the If, at any time, Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a the resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement 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 (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, such Common Stock and promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyerwithout any restrictive legends endorsed thereon. b. The Company will permit B. Buyer shall have the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants Debenture by telecopying an executed and completed Conversion Notice of Conversion or Notice of Exercise (as such term is defined in the Debenture) to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courierCompany. Each date on which a Conversion Notice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion DateDate (as such term is defined in the Debenture). The company will immediately confirm receipt of such notice by telecopy and Company shall transmit the certificates representing evidencing the Shares shares of Common Stock issuable upon conversion of any Preferred Stock the Debenture (together with the Preferred Stock a new debenture, if any, representing the Shares principal amount of the Debenture not being so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three (3) business days after receipt by the company Company of the original Conversion Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). Within thirty (30) days after Buyer delivers the Conversion Notice to the Company, Buyer shall deliver to the Company the Debenture being converted. c. C. Buyer shall have the right to purchase shares of Common Stock pursuant to exercise of the Warrant in accordance with its applicable terms. The last date that the Company may deliver shares of Common Stock issuable upon any exercise of Warrant is hereinafter referred to as the "Warrant Delivery Date." D. The Company understands that a delay in the issuance of the Shares shares of Common Stock issuable in lieu of cash interest on the Debenture or upon the conversion of the Debenture or exercise of the Warrant beyond the applicable Interest Payment Due Date (as such term is defined in the Debenture), Delivery Date or Warrant Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such lossloss (and not as a penalty), the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares Common Stock issuable in lieu of cash interest on the Debenture or upon Conversion conversion of the Debenture or exercise of the Warrant in accordance with the following schedule (where "No. Business Days LateDays" is defined as the number of business days beyond three (3) business days from the Interest Payment Due Date, the Delivery Date or the Warrant Delivery Date: Late , as applicable): Compensation For Each 50 Shares of Common Stock Issuable In Payment for Each $10,000 of Preferred Stock Interest on or Conversion of the Debenture or Upon Exercise of Warrant Not Issued Timely No. Business Days Late Principal Amount Being Converted 1 $100 $ 2.50 2 $200 5.00 3 $300 7.50 4 $400 10.00 5 $500 12.50 6 $600 15.00 7 $700 17.50 8 $800 20.00 9 $900 22.50 10 25.00 more than 10 $1,000 10 25.00 + $1,000 +$200 10.00 for each Business Day Late business day late beyond 10 days The Company shall pay any payments incurred under this Section in to Buyer the compensation described above by the transfer of immediately available funds upon Buyer's demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in In addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of deliver such shares of Common Stock within five three (3) business days after the relevant Interest Payment Due Date, Delivery Date or Warrant Delivery Date, the as applicable, Buyer will shall be entitled to revoke rescind the relevant Conversion Notice or exercise of Conversion Warrant by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective original positions immediately prior to delivery of such Conversion Notice of Conversion (and in such event, the late payments described above shall not be due and payable)or exercise on delivery.

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

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the delivery by the name of each Buyer of the aggregate purchase price or its respective nominee(s), for the Preferred Stock in accordance with Section 1(c) hereof, Conversion Shares and the Company will irrevocably instruct its transfer agent to issue Common Stock from time to time upon conversion of the Preferred Stock Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the transfer agentConversion Shares and the Warrant Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration and sale of the Conversion Shares and the Warrant Shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the such Buyer of any of the such Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Trading Days after the Delivery Date: ): (9)(91) Late Payment for For Each $10,000 of Preferred Stock No. Business Days Late of Principal Amount or Interest 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 _________________ (1) Example: Notice of Conversion is delivered on Monday, April 10, 2006. The Delivery Date would be Thursday April 13 (the third Trading Day after such delivery). If the certificate is delivered by Wednesday, April 19 (4 Trading Days after the Delivery Date), no payment under this provision is due. If the certificates are delivered on April 20, that is 1 "Business Day Late" in the table below; if delivered on April 25, that is 4 "Business Days Late" in the table. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyerdemand as the Lender's right to pursue actual damages exclusive remedy (other than the following provisions of this Section 5(c), the provisions of the immediately following Section 5(d) of this Agreement and Section 12(c) of the Debenture) for the Company's failure to issue and deliver Common Stock to the Buyersuch delay. Furthermore, in addition to any other remedies which may be available to the BuyerLender, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five by close of business days after on the Delivery Date, the Buyer Lender will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company Company, whereupon the Company and the Buyer Lender shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion Conversion; 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 Converting Holder (and as defined below) notwithstanding such revocation. Anything in such eventthe foregoing provisions of this paragraph (c) to the contrary notwithstanding, the late payments described above total amount payable by the Company under this paragraph (c) shall be reduced by an amount equal to fifty percent (50%) of any Buy-In Adjustment Amount (as defined below) actually paid by the Company to the Holder (but not be by more than the total amount due and payablewithout regard to the provisions of this sentence).

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit D (the "Irrevocable Transfer Agent Instructions"), and any subsequent transfer agent, to issue Common Stock from time to time upon conversion certificates, registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration upon conversion of the Shares under the 1933 Act, registered in the name or exercise of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockWarrants. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act 5 will be given by the Company to the its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form (it being stipulated that an opinion of ▇▇▇▇ and ▇▇▇▇ LLP shall be acceptable), to the Company effect that a public sale, assignment or transfer of Securities may be made without registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances (including, if requested by the Company, delivering such reasonable assurances to the Company's counsel in connection with such counsel rendering an opinion on the validity of a sale by such Buyer pursuant to Rule 144) that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transaction contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyers shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debentures) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days which is beyond three two (32) business days from after the Delivery Date: Late Date):(2) No. Business Days ▇▇▇▇ ▇▇▇▇ Payment for For Each $10,000 of Preferred Stock No. Business Days Late Debenture Principal or Interest Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyerdemand as the Lender's right to pursue actual damages exclusive remedy (other than the following provisions of this Section 5(c) and the provisions of the immediately following Section 5(d) of this Agreement) for the Company's failure to issue and deliver Common Stock to the Buyersuch delay. Furthermore, in addition to any other remedies which may be available to the BuyerLender, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five by close of business days after on the Delivery Date, the Buyer Lender will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company Company, whereupon the Company and the Buyer Lender shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion Conversion; 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 Converting Holder notwithstanding such revocation. Anything in the foregoing provisions of this paragraph (and in such eventc) to the contrary notwithstanding, the late payments described above total amount payable by the Company under this paragraph (c) shall be reduced by an amount equal to fifty percent (50%) of any Buy-In Adjustment Amount (as defined below) actually paid by the Company to the Holder (but not be by more than the total amount due and payablewithout regard to the provisions of this sentence). d. If, by the relevant Delivery Date, the Company fails for any reason to deliver the Shares to be issued upon conversion of a Debenture and after such Delivery Date, the Holder of the Debentures being converted (a "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 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 to pay to the Converting Holder, in addition to and not in lieu of the amounts due under Section 5(c) hereof (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000. e. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. f. The holder of any Debentures shall be entitled to exercise its conversion privilege with respect to the Debentures 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 conversion privilege. 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 the conversion of the Debentures. The Company agrees, without cost or expense to such holder, to take or to consent to any and all action necessary to effectuate relief under 11 U.S.C. §362. g. The Company will authorize its transfer agent to give information relating to the Company directly to the Lender or the Lender's representatives upon the request of the Lender or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Lender in connection with a Notice of Conversion or exercise of a Warrant, or (ii) the number of outstanding shares of Common Stock of all shareholders as of a current or other specified date. On the Closing Date, the Company will provide the Lender with a copy of the authorization so given to the transfer agent.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue irrevocable instructions to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock Buyer, for the Conversion Shares in such amounts as specified from time to time by the Company Buyer to the transfer agent, bearing Company upon conversion of the restrictive legend specified in Section 4(b) of this Agreement prior Preferred Stock (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 1933 Act, registered in all such certificates shall bear the name of the Buyer or its nominee and in such denominations to be restrictive legend specified by the Buyer in connection with each conversion of the Preferred Stockherein. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a) hereof 2 herein (in the case of the Conversion Shares, prior to registration and sale of the Shares such shares under the 1933 Act Act) will be given by the Company to the transfer agent its transfe▇ ▇▇▇▇▇ and that the Preferred Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement or the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesPreferred Stock or the Conversion Shares. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement Preferred Stock or the Conversion Shares 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 of the Securities transfer, and, in the case of the Conversion Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following The Company shall issue irrevocable instructions in the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company will irrevocably instruct form attached hereto as Exhibit D to its transfer agent to issue Common Stock from time to time upon conversion certificates, registered in the name of the Preferred Stock in Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Company Buyer(s) to the transfer agentCompany upon conversion of the Convertible Debentures and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b2(g) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred StockAgreement. The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5. The Registration Rights Agreement, and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Conversion Shares , prior to registration and sale of the Shares such shares under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the SecuritiesConversion Shares. If the Buyer Buyer(s) provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, and substance to the Company Company, that registration of a resale by the Buyer Buyer(s) of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is Conversion Sharesis 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 of the Securities transfer, and, in the case of the Shares, Conversion Shares promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock in such name and in such denominations as specified by the Buyer. b. . The Company acknowledges that a breach by it of its obligations hereunder will permit cause irreparable harm to the Buyer to exercise its right to convert by vitiating the Preferred Stock intent and exercise purpose of the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and delivering within three business days thereafteragrees, in the original Notice event of Conversion a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 5, that the Buyer(s) shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. 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 The Company will irrevocably instruct shall issue instructions to its transfer agent and any subsequent transfer agent, to issue Common Stock from time certificates or credit shares to time upon conversion the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Preferred Stock Shares and any Conversion Shares in such amounts as specified from time to time by the Company such Buyer to the transfer agentCompany. Prior to registration of the Shares and the Conversion Shares under the 1933 Act, bearing all such certificates shall bear the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock2(g). The Company warrants that no instruction other than such the transfer agent instructions referred to in this Section 5. The Registration Rights Agreement, 6 and stop transfer instructions to give effect to Section 4(a2(f) hereof (in the case of the Shares and the Conversion Shares, prior to registration and sale of the Shares thereof under the 1933 Act ▇▇▇▇ ▇▇▇) will be given by the Company to the its transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Agreement, the Registration Investors’ Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the a Buyer provides the Company with an opinion of counsel reasonably satisfactory counsel, in a generally acceptable form, to the Company effect that registration of a resale by the Buyer of any public sale, assignment or transfer of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required Shares may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurance that the Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Shares, promptly instruct the Company's its transfer agent to issue one or more certificates for Common Stock Share Certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Buyer. b. such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise cause irreparable harm to the Company Buyers by vitiating the intent and delivering within three business days thereafterpurpose of the transactions contemplated hereby. Accordingly, the original Notice Company acknowledges that the remedy at law for a breach of Conversion its obligations under this Section 6 will be inadequate and agrees, in the event of a breach or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received threatened breach by the Company in accordance with of the provisions hereof of this Section 6, that each Buyer shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], to the Buyer for late issuance of Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermoreentitled, in addition to all other available remedies, to an injunctive 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 remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and in such event, the late payments described above shall not be due and payable)security being required.

Transfer Agent Instructions. a. Promptly following (a) The Company warrants that, with respect to the delivery by Securities, other than the Buyer of the aggregate purchase price for the Preferred Stock in accordance with stop transfer instructions to give effect to Section 1(c4(a) hereof, the Company it will irrevocably instruct give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon conversion of the Preferred Stock Debentures in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer Lender or its nominee and in such denominations to be specified by the Buyer Lender in connection with each conversion of the Preferred StockDebentures. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights AgreementExcept as so provided, and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to the transfer agent and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in the Agreement, this Agreement and the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the BuyerLender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Buyer Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Buyer Lender 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 of the Securities and, in the case of the Conversion Shares, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the BuyerLender. b. The (b) Subject to the provisions of this Agreement, the Company will permit the Buyer Lender to exercise its right to convert the Preferred Stock Debentures in the manner contemplated by the Debentures and to exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to in the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a Notice of Conversion or Notice of Exercise is telecopied to and received manner contemplated by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date")Warrants. c. (i) The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the BuyerLender. As compensation to the Buyer Lender for such loss, the Company agrees to pay late payments, [not exceeding $200,000 per tranche], payments to the Buyer Lender for late issuance of Shares upon Conversion conversion in accordance with the following schedule (where "No. Business Days Late" is defined as refers to the number of business days Trading Days which is beyond three four (34) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock No. Business Trading Days Late Principal Amount Being Converted 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit a Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant ): (1) ----------------------- (1) Example: Notice of Conversion is delivered on Monday, June 5, 2006. The Delivery Date would be Thursday June 8 (the third Trading Day after such delivery). If the certificate is delivered by delivering a notice to such effect to Wednesday, June 14 (4 Trading Days after the Company whereupon Delivery Date), no payment under this provision is due. If the Company and certificates are delivered on June 15, that is 1 "Business Day Late" in the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and table below; if delivered on June 20, that is 4 "Business Days Late" in such event, the late payments described above shall not be due and payable)table.